DEF 14A of Leidos Holdings, Inc., Mar 12, 2024

DEF 14A of Leidos Holdings, Inc.

Filed Mar 12, 2024 · FY20230001336920-24-000021

Open on EDGAR

  1. OUR NOMINEES AT A GLANCE

    OUR NOMINEES AT A GLANCE

  2. OUR NOMINEES AT A GLANCE

    | | | | | | | | THOMAS A. BELL Chief Executive Officer | GREGORY R. DAHLBERG Independent | DAVID G. FUBINI Independent | NOEL B. GEER Independent | ROBERT C. KOVARIK, JR. Independent | HARRY M. J. KRAEMER, JR. Independent | | Director Since: 2023 Age: 63 | Director Since: 2016 Age: 72 | Director Since: 2013 Age: 70 | Director Since: 2013 Age: 69 | Director Since: 2018 Age: 74 | Director Since: 1997 Age: 69 | | Former President of Defense – Rolls-Royce plc; Former Chair and Chief Executive Officer – Rolls-Royce North America, Inc. | Former Senior Vice President for Washington Operations – Lockheed Martin | Director Emeritus – McKinsey & Company, Inc. | Retired President – HCA Information Technology & Services, Inc. | Former Partner – Ernst & Young, LLP | Executive Partner – Madison Dearborn Partners, LLC | | TIS | AF CGE | CGE HRS | CGE HRS (Chair) | AF* HRS (Chair) | AF* CGE |

  3. OUR NOMINEES AT A GLANCE

    | COMMITTEES: | | | | AF – Audit and Finance | CGE – Corporate Governance and Ethics | * Financial Expert | | TIS – Technology and Information Security | HRS – Human Resources and Compensation | |

  4. OUR NOMINEES AT A GLANCE

    | LEIDOS | 13 |

  5. OUR NOMINEES AT A GLANCE

    | | | | | | | | GARY S. MAY Independent | SURYA N. MOHAPATRA Independent | NANCY A. NORTON(1) Independent | PATRICK M. SHANAHAN Independent | ROBERT S. SHAPARD Independent Chair | SUSAN M. STALNECKER Independent | | Director Since: 2015 Age: 59 | Director Since: 2016 Age: 74 | Director Since: 2024 Age: 59 | Director Since: 2022 Age: 61 | Director Since: 2013 Age: 68 | Director Since: 2016 Age: 71 | | 7th Chancellor – University of California at Davis | Former Chair, President and Chief Executive Officer – Quest Diagnostics Incorporated | Vice Admiral (Retired), U.S. Navy | Former (33rd) Deputy Secretary of Defense; CEO Spirit AeroSystems | Chair and Former CEO – Oncor | Former Vice President, Corporate Productivity and Hospitality – E.I. du Pont de Nemours & Co. | | HRS TIS | HRS TIS | | HRS TIS | AF* CGE (Chair) | AF* TIS |

  6. OUR NOMINEES AT A GLANCE

    | COMMITTEES: | | | | AF – Audit and Finance | CGE – Corporate Governance and Ethics | * Financial Expert | | TIS – Technology and Information Security | HRS – Human Resources and Compensation | |

  7. OUR NOMINEES AT A GLANCE

    (1)Vice Admiral Norton was appointed to the Board effective January 1, 2024.

  8. Nominees for Election to the Board of Directors

    Nominees for Election to the Board of Directors Set forth below is a brief biography of each nominee for election as a director and a discussion of the specific experience, qualifications, attributes or skills that led to the Board’s conclusion that the nominee should serve as a director of our Company. The Board evaluates each individual in the context of the Board as a whole, with the objective of recommending to stockholders a group of nominees with complementary skills and a diverse mix of backgrounds, perspectives and expertise beneficial to the broad business of our Company. Vice Admiral Norton was appointed to the Board effective January 1, 2024, upon recommendation of non-management directors. Dr. John is retiring and will not be standing for re-election as a member of our Board. Our Board membership criteria and director nomination process are described in the “Corporate Governance” section of this proxy statement.

  9. Nominees for Election to the Board of Directors

    | 22 | 2024 PROXY STATEMENT |

  10. Nominees for Election to the Board of Directors

    | Thomas A. Bell | | | Chief Executive Officer Director Since: 2023 Age: 63 Leidos Committees: uTechnology and Information Security | Mr. Bell serves as Leidos’ Chief Executive Officer since May 2023. Before joining Leidos, he served since February 2018 as President – Defense Rolls-Royce plc; Chair and CEO – Rolls-Royce North America (Rolls-Royce). Mr. Bell was responsible for overseeing Rolls-Royce’s full range of business in North America, with responsibility for all U.S.-based employees, facilities and customers. He also led Rolls-Royce’s U.S. government, state, and local stakeholder management for employees and presence in 26 states and Canada. Previously, Mr. Bell was senior vice president of global sales and marketing for defense, space and security at The Boeing Company (Boeing). Before joining Boeing in 2015, Mr. Bell was President of Rolls-Royce Defense Aerospace, having joined as President, Customer Business, North America in mid-2012. He spent over two decades with Boeing in a variety of leadership positions within the defense, space and security business and began his aerospace career with Lockheed Martin in human space flight. | | | EXPERTISE Mr. Bell brings to our Board a distinguished career spanning more than four decades in the Global Aerospace and Defense sector. Mr. Bell has cultivated a wealth of experience and demonstrated success in numerous senior leadership and professional capacities. His global perspective is informed by extensive international experience, having resided in multiple locales across the U.S. and abroad. His career is marked by significant contributions to industry companies including Rolls-Royce, Boeing, and Lockheed Martin, where his strategic leadership has consistently driven innovation and growth. Our Board believes that the Chief Executive Officer should serve on the Board to help communicate the Board’s priorities to management and management’s perspective to the Board. |

  11. Nominees for Election to the Board of Directors

    | Gregory R. Dahlberg | | | Director Since: 2016 Age: 72 Leidos Committees: uAudit and Finance uCorporate Governance and Ethics | Mr. Dahlberg has nearly 40 years of experience in federal budgeting, congressional legislation, executive management and military affairs with congressional committees, federal agencies, and private industry. As Lockheed Martin Corporation’s Senior Vice President for Washington Operations between 2009 and 2015, he was responsible for devising and implementing advocacy, marketing, and legislative strategies for the corporation’s largest programs and for directing the corporation’s liaison activities with Congress, the White House, federal departments, industry associations, state governments and foreign embassies. Mr. Dahlberg also served for over 20 years as a senior House Appropriations Committee staff member, including seven years as Minority Staff Director of the House Appropriations Defense Subcommittee with jurisdiction over programs of the Department of Defense and intelligence agencies. Mr. Dahlberg also was confirmed as the 26th Under Secretary of the Army, serving as the principal advisor to the Secretary of the Army on all matters related to the management and operation of the U.S. Army, including programming and budgeting, weapons systems, manpower, personnel, reserve affairs, installations and logistics. He was appointed Acting Secretary of the Army in early 2001. | | | EXPERTISE Mr. Dahlberg brings to our Board executive management background in government and industry, and his expertise in federal budgeting and congressional affairs provides the Board with experience that is highly relevant and valuable to our business as a government contractor. |

  12. Nominees for Election to the Board of Directors

    | LEIDOS | 23 |

  13. Nominees for Election to the Board of Directors

    | David G. Fubini | | | Director Since: 2013 Age: 70 Leidos Committees: uHuman Resources and Compensation uCorporate Governance and Ethics | Mr. Fubini is a Senior Lecturer at Harvard Business School and a Director Emeritus at McKinsey & Company, a global management consulting company. Previously, he was a Senior Partner at McKinsey, where he worked for over 33 years. He was McKinsey’s Managing Director of the Boston Office, the past leader of the North American Organization Practice and the founder and co-leader of the Firm’s Worldwide Merger Integration Practice. | | | EXPERTISE Mr. Fubini brings to our Board expertise in architecting and executing organizational transformations. His extensive involvement in a wide array of corporate transactions and his executive management experience at McKinsey offer valuable insights to our Board. | | | Current Public Company Directorships: uBain Capital Specialty Finance, Inc. uBain Capital Private Credit |

  14. Nominees for Election to the Board of Directors

    | Noel B. Geer | | | Director Since: 2013 Age: 69 Leidos Committees: uHuman Resources and Compensation (Chair) uCorporate Governance and Ethics | Ms. Geer is the retired President of HCA Information Technology & Services, Inc., a wholly owned subsidiary of Nashville-based Hospital Corporation of America. Ms. Geer has over 35 years of experience in healthcare IT. She spent 30 years in HCA’s Information Service Department in a variety of positions. Ms. Geer has previously served on the boards of Franklin Road Academy, the United Way of Middle Tennessee, The Nashville Alliance for Public Education, the National Alliance for Health Information Technology, The HCA Foundation and the American Hospital Association Working Group for Health IT Standards. Ms. Geer is an emeritus member of the Vanderbilt University School of Engineering Committee of Visitors and a member of the Leadership Nashville class of 2010. She also served as an adjunct professor in the Owen School of Management of Vanderbilt University for several years. | | | EXPERTISE Ms. Geer brings to our Board extensive leadership experience in healthcare information technology. She provides insights and perspectives that our Board views as important to us as a provider of information technology services and solutions. |

  15. Nominees for Election to the Board of Directors

    | 24 | 2024 PROXY STATEMENT |

  16. Nominees for Election to the Board of Directors

    | Robert C. Kovarik, Jr. | | | Director Since: 2018 Age: 74 Leidos Committees: uAudit and Finance (Chair) uHuman Resources and Compensation | Mr. Kovarik has held various leadership positions at companies and globally recognized accounting and consulting firms. Mr. Kovarik served on the CareFirst, Inc. Board of Trustees from 2014 to 2021, as the Chair of its Investment and Finance Committee and as a member of its Audit and Compliance Committee. He also served as a member of the Alliance Bankshares Corporation Board of Directors from 2011 to 2012, where he served as its Audit Committee Chair. Mr. Kovarik served as a partner at Ernst & Young LLP (E&Y) from 2002 to 2008, and was part of the E&Y National Professional Practice group from 2005 to 2008, serving as a practice director for the Mid-Atlantic Area. From 2002 to 2005, Mr. Kovarik was an engagement partner for a wide range of corporate clients operating in both the government services and commercial markets. Prior to E&Y, Mr. Kovarik was with Arthur Andersen, LLP for over 25 years. At Andersen he held a variety of leadership positions and served as engagement partner for many large public and private companies with operations in the United States and around the world. Mr. Kovarik has served as an adjunct professor at both the University of Maryland and the University of Virginia. | | | EXPERTISE Mr. Kovarik brings to our Board broad experience advising government and commercial clients, and his financial and accounting expertise is important to our Board in fulfilling its oversight responsibilities. Mr. Kovarik is an “audit committee financial expert,” as defined by SEC rules. |

  17. Nominees for Election to the Board of Directors

    | Harry M. J. Kraemer, Jr. | | | Director Since: 1997 Age: 69 Leidos Committees: uAudit and Finance uCorporate Governance and Ethics | Mr. Kraemer has been an executive partner of Madison Dearborn Partners, LLC, a private equity investment firm, since April 2005, and has served as a professor at the Kellogg School of Management at Northwestern University since January 2005. Mr. Kraemer previously served as the Chair of Baxter International, Inc., a healthcare products, systems and services company, from 2000 until 2004, as Chief Executive Officer of Baxter from 1999 until 2004, and as President of Baxter from 1997 until 2004. Mr. Kraemer also served as the Senior Vice President and Chief Financial Officer of Baxter from 1993 to 1997. | | | EXPERTISE Mr. Kraemer brings comprehensive executive management experience to our Board as a former Chair, Chief Executive Officer and Chief Financial Officer of a major global corporation. His investment and health expertise, background in commercial and international business, qualification as an “audit committee financial expert,” as defined by SEC rules, and thought leadership as a distinguished educator at a leading business school provide valuable contributions to our Board. | | | Current Public Company Directorships: uOption Care Health, Inc. Former Directorships During Past Five Years: uDentsply Sirona |

  18. Nominees for Election to the Board of Directors

    | LEIDOS | 25 |

  19. Nominees for Election to the Board of Directors

    | Gary S. May | | | Director Since: 2015 Age: 59 Leidos Committees: uHuman Resources and Compensation uTechnology and Information Security | Dr. May serves as the 7th Chancellor of the University of California at Davis. He previously served as the Dean of the College of Engineering at the Georgia Institute of Technology from 2011 to 2017. Prior to this, Dr. May served as the Chair of the School of Electrical and Computer Engineering from 2005 to 2011 and was the executive assistant to Georgia Tech President G. Wayne Clough from 2002 to 2005. Dr. May was a National Science Foundation graduate fellow and an AT&T Bell Laboratories graduate fellow and worked as a member of the technical staff at AT&T Bell Laboratories. He is a former member of the National Advisory Board of the National Society of Black Engineers. | | | EXPERTISE Dr. May is a distinguished researcher in the field of computer-aided manufacturing of integrated circuits (IC). He has authored over 200 articles and technical presentations in the area of IC computer-aided manufacturing and has been honored with numerous awards and distinctions for his work. As an accomplished engineer with leadership experience at a prominent academic institution and expertise in areas relevant to our business, including technology and cybersecurity, Dr. May brings to our Board special insight and perspectives that the Board views as important to us as a leading science and technology company. |

  20. Nominees for Election to the Board of Directors

    | Surya N. Mohapatra | | | Director Since: 2016 Age: 74 Leidos Committees: uHuman Resources and Compensation uTechnology and Information Security | Dr. Mohapatra has held senior leadership positions in the healthcare industry for more than 30 years, most recently as the Chair, President and Chief Executive Officer of Quest Diagnostics Inc., a leading provider of diagnostic testing, information and services where he had been a senior executive since 1999. Dr. Mohapatra is a past board member of the ITT Corporation and Xylem Inc. He is also a Trustee of The Rockefeller University and an Executive in Residence at the Columbia Business School. | | | EXPERTISE Dr. Mohapatra’s extensive executive leadership experience in the healthcare industry, his service on other major public company boards and experience in technology and cybersecurity bring to our Board valuable perspectives. | | | Former Directorships During Past 5 Years: uXylem Inc. |

  21. Nominees for Election to the Board of Directors

    | 26 | 2024 PROXY STATEMENT |

  22. Nominees for Election to the Board of Directors

    | Nancy A. Norton | | | Director Since: 2024 Age: 59 | Vice Admiral Norton is the retired Director of the Defense Information Systems Agency (DISA), a U.S. Department of Defense combat support agency, and commander, Joint Force Headquarters Department of Defense Information Network, positions she held from February 2018 through February 2021 after serving as Vice Director of DISA from August 2017 through February 2018. Vice Admiral Norton served over 34 years of active duty service as an officer in the U.S. Navy. She served as the director, Command, Control, Communications and Cyber Directorate, U.S. Pacific Command; director of Warfare Integration for Information Warfare; and held commands and posts in multiple international locations. She is the recipient of numerous personal and campaign awards, including the National Security Agency’s Frank B. Rowlett Award for individual achievement in information security. | | | EXPERTISE Vice Admiral Norton’s distinguished military career, public company board experience, and expertise in cybersecurity, information technology, national security and defense bring to our Board leadership experience enabling her to provide critical perspectives important to our business sectors. | | | Current Public Company Directorships: uFedEx Corp. |

  23. Nominees for Election to the Board of Directors

    | Patrick M. Shanahan | | | Director Since: 2022 Age: 61 Leidos Committees: uHuman Resources and Compensation uTechnology and Information Security | Mr. Shanahan is the President and CEO of Spirit AeroSystems, a leading aerostructure supplier for commercial and defense OEMs, since September 2023. He has also served on Spirit AeroSystems’ Board of Directors since November 2021. Mr. Shanahan served as the 33rd Deputy Secretary of Defense from July 2017 to January 2019, and Acting Secretary of Defense from January 1, 2019, to June 23, 2019. Mr. Shanahan helped lead the development of several key Department of Defense policies and strategies. Mr. Shanahan also championed several digital and technological advancements for the Department, including modernization in cybersecurity, artificial intelligence, cloud computing and command, control and communication. In June 2018, Mr. Shanahan established the Joint Artificial Intelligence Center and published the Department’s Artificial Intelligence Strategy. Mr. Shanahan was previously at The Boeing Company, where he served for over 30 years in various senior roles, including as Senior Vice President, Supply Chain & Operations, Senior Vice President of Commercial Airplane Programs, Vice President and General Manager of the 787 Dreamliner, Vice President and General Manager of Boeing Missile Defense Systems and Vice President and General Manager of Boeing Rotorcraft Systems. | | | EXPERTISE Mr. Shanahan brings to our Board extensive experience as a senior leader in government, strategic planning background, extensive and in-depth knowledge of our industry, deep operational experience in aerospace and defense, significant public company management and board experience and broad expertise in cybersecurity, information technology, artificial intelligence, cyber operations and global security issues. He provides our Board with unique insights into key areas of our business as a provider of services and solutions to U.S. government customers, as well as international governments and broader commercial markets. | | | Current Public Company Directorships: uSpirit AeroSystems Holdings, Inc. uCAE, Inc. Former Directorships During Past 5 Years: uEve Holding, Inc. (formerly Zanite Acquisition Corp.) |

  24. Nominees for Election to the Board of Directors

    | LEIDOS | 27 |

  25. Nominees for Election to the Board of Directors

    | Robert S. Shapard | | | Director Since: 2013 Age: 68 Independent Chair Leidos Committees: uAudit and Finance uCorporate Governance and Ethics (Chair) | Mr. Shapard currently serves as Chair of the Board of Directors of Leidos Holdings, Inc. and Oncor Electric Delivery Company LLC, where he also served as Chief Executive Officer from April 2007 until March 2018. He previously served as a strategic advisor to Oncor, helping to implement and execute growth and development strategies. Between March and October 2005, he served as Chief Financial Officer of Tenet Healthcare Corporation, one of the largest for-profit hospital groups in the United States, and was Executive Vice President and Chief Financial Officer of Exelon Corporation, a large electricity generator and utility operator, from 2002 to February 2005. Before joining Exelon, Mr. Shapard was Executive Vice President and Chief Financial Officer of Ultramar Diamond Shamrock, a North American refining and marketing company. Previously, from 1998 to 2000, Mr. Shapard was CEO and Managing Director of TXU Australia Pty. Ltd., a subsidiary of the former TXU Corp., which owned and operated electric generation, wholesale trading, retail, and electric and gas-regulated utility businesses. | | | EXPERTISE As an experienced executive in the energy industry, Mr. Shapard brings to our Board a unique perspective on issues that are important to our business. In addition, his previous experience as a Chief Financial Officer provides expertise critical to his role as a member of our Board’s Audit and Finance Committee. He is an “audit committee financial expert,” as defined by SEC rules. | | | Current Public Company Directorships: uNACCO Industries, Inc. |

  26. Nominees for Election to the Board of Directors

    | Susan M. Stalnecker | | | Director Since: 2016 Age: 71 Leidos Committees: uAudit and Finance uTechnology and Information Security | Ms. Stalnecker was employed by E.I. du Pont de Nemours & Co. (currently DuPont de Nemours, Inc.) from 1977 to 2016, serving in numerous senior roles during her tenure, including ten years as Vice President and Treasurer and most recently as Vice President, Corporate Productivity and Hospitality. Ms. Stalnecker previously served on the Board of Directors of PPL Corporation, a public holding company of PPL Electric Utilities Corporation, from December 2001 to January 2009, and on the Board of Trustees of Duke University from 2003 to 2015. She currently serves on the Board of Directors of Bioventus Inc., where she is also the chair of the Audit Committee. In addition, Ms. Stalnecker serves on the Board of Directors of the Macquarie Optimum Fund Trust, where she is the chair of the Audit Committee, and on the Board of Directors of the Duke University Health System, Inc., where she is the Chair of the Audit and Compliance Committee. She is also a Senior Adviser to the Boston Consulting Group, specializing in restructuring, finance transactions, activism and executive coaching. | | | EXPERTISE Ms. Stalnecker brings to our Board diverse business experience, including financial acumen important to our Board’s Audit and Finance Committee. She is an “audit committee financial expert,” as defined by SEC rules. | | | Current Public Company Directorships: uBioventus Inc. uMacquarie Optimum Fund Trust |

  27. Nominees for Election to the Board of Directors

    | 28 | 2024 PROXY STATEMENT |

  28. Director Compensation

    Director Compensation We use a combination of cash and stock-based incentives to attract and retain qualified candidates to serve as directors. In determining director compensation, we consider the significant amount of time required of our directors in fulfilling their duties, as well as the skill and expertise of our directors. Frederic W. Cook & Co. (FW Cook) provides competitive compensation data and director compensation program recommendations to the Human Resources and Compensation Committee for review to assist in determining its recommendation. The competitive compensation data includes information regarding the compensation (cash, equity and other benefits) of the non-employee directors within our compensation peer group that is further described in “Comparable Market Compensation“ on page 60. The Human Resources and Compensation Committee considers this information and recommends to the Board the form and amount of compensation to be provided. The director compensation described below represents the total compensation received by our directors for their service as directors for both Leidos Holdings, Inc. and Leidos, Inc. Annual retainer amounts are prorated based on time served on the Board or in a committee chair role during the year. We also reimburse our directors for expenses incurred while attending meetings or otherwise performing services as a director. We do not pay separate meeting fees. Our employee director does not receive additional compensation for service as a director. In 2023, FW Cook proposed to the Committee that the equity retainer for each of our directors be increased by $10,000, and for the Chair of the Committee by $5,000. These recommendations were made with the aim of aligning director compensation more closely with the market median. The Committee approved these recommendations, which were subsequently approved by the Board. The following is a summary of our annual compensation program for our non-employee directors, as paid for service in 2023:

  29. Director Compensation

    | LEIDOS | 45 |

  30. Director Compensation

    | | ADDITIONAL CASH RETAINERS | | | | INDEPENDENT CHAIR(4) $200,000 | COMMITTEE CHAIR FEES Audit and Finance Committee Chair $25,000 Human Resources and Compensation Committee Chair $20,000 All Other Committees(5) $15,000 |

  31. Director Compensation

    (1)Vesting on the earlier of one year from the date of grant or on the date of the next annual meeting of stockholders following the date of grant (2)If a non-employee director retires due to our mandatory retirement policy, equity awards continue to vest as scheduled and options remain exercisable for the remainder of the original full option term (3)$125,000 in restricted stock units and $50,000 in stock options (4)Prior to Mr. Shapard’s appointment as independent Chair following our 2023 annual meeting, the Lead Director retainer was $50,000, an increase from the previous $35,000 based on benchmarking with our peer group (5)An annual cash retainer is paid to the members of the Special Committee, consisting of $15,000 for the Chair and $10,000 for each other member

  32. Stock Ownership Guidelines and Policies

    | Name(1) | Fees earned or paid in cash ($)(2) | Stock awards ($)(3) | Option awards ($)(4) | Total ($) | | Gregory R. Dahlberg | 125,000 | 125,054 | 50,007 | 300,061 | | David G. Fubini | 125,000 | 125,054 | 50,007 | 300,061 | | Noel B. Geer | 155,000 | 125,054 | 50,007 | 330,061 | | Miriam E. John | 140,000 | 125,054 | 50,007 | 315,061 | | Robert C. Kovarik, Jr. | 160,000 | 125,054 | 50,007 | 335,061 | | Harry M. J. Kraemer, Jr. | — | 125,054 | 50,007 | 175,061 | | Gary S. May | 125,000 | 125,054 | 50,007 | 300,061 | | Surya N. Mohapatra | 125,000 | 125,054 | 50,007 | 300,061 | | Nancy A. Norton(1) | — | — | — | — | | Patrick M. Shanahan | 125,000 | 125,054 | 50,007 | 300,061 | | Robert S. Shapard | 314,615 | 125,054 | 50,007 | 489,676 | | Susan M. Stalnecker | 125,000 | 125,054 | 50,007 | 300,061 |

  33. EXECUTIVE COMPENSATION PHILOSOPHY

    | LIMITED FIXED COMPENSATION | PREDOMINANTLY EQUITY-BASED PAY | FOCUS ON PRE-SET FINANCIAL PERFORMANCE GOALS AND STOCK PRICE APPRECIATION | | Base salary is the only component of “fixed” compensation for our named executive officers and represents a significantly smaller portion of executive pay than “variable” compensation—representing a range between 16% for our Chief Executive Officer and 24% for the highest non-CEO NEO. | The majority of executive pay takes the form of long-term equity incentives—a mix of performance shares, PRSUs, and stock options-ranging from 52% to 59% of target total direct compensation. This reflects our belief that equity should comprise the largest component of executive pay. | The vast majority of the annual cash incentive—80% of the target opportunity—is tied to preset, quantifiable goals. Similarly, 80% of the target opportunity for long-term incentives are tied to preset goals: 50% in the form of three-year performance share program awards, and 30% in the form of PRSUs. The remaining 20% of the target opportunity for long-term incentives is in the form of stock options, which will not yield value unless the stock price increases from the stock price on the grant date. |

  34. PAY AT A GLANCE

    | Pay Element | | | CEO | Other NEOs | Description and Purpose | Time Period | Metrics | | | | | | | uFixed cash compensation recognizing individual performance, time in role, scope of responsibility, leadership skills and experience. uReviewed annually and adjusted when appropriate. | Current pay | Pay aligned to experience and job scope, generally targeted to median of applicable market data. | | | | | | | uVariable cash compensation based on performance against annually established targets and individual performance. | 1-year performance period | Financial (80%) uAdjusted Operating Income (40%) uOperating Cash Flow (30%) uBook-to-Bill (30%) | | | | | | | uDesigned to reward executives for annual performance on key operational and financial measures, as well as individual performance. | | Personal (20%) uPersonal Achievements—Adjustment factor of 0% to 200% applied based on evaluation of leadership values, such as ethics and integrity, personal development and engagement. uEngage Modifier—Modifier of 80% to 115% applied to the personal score based on how leaders connect, develop and empower our people to thrive and do their best work. | | | | | | | Distributed in shares of our common stock and designed to encourage and reward longer-term growth, profitability and stock price appreciation by tying share payouts to the achievement of key financial goals. | 3-year performance period | uRelative Total Shareholder Return (50%) uRevenue (50%) | | | | | | | Distributed in shares of our common stock and designed to drive sustainable performance that delivers long-term value to stockholders while directly aligning interests of executives and stockholders; enhances executive retention. | 3-year ratable annual vesting subject to the achievement of a performance hurdle | Adjusted earnings per share hurdle must be met with respect to the first year following the date of grant for units to be eligible for vesting. | | | | | | | Rewards longer-term stock price appreciation. | 3-year ratable annual vesting with a 7-year term | Stock price appreciation (100%) |

  35. Pay Composition

    Pay Composition The chart below depicts each principal element of target compensation as a percentage of total direct compensation for each of our named executive officers for 2023. (1)Percentages shown for Mr. Bell exclude his cash sign-on bonus, as this was a one-time compensation decision associated with his hiring. (2)Base salary disclosed does not reflect hourly rate associated with consulting employee status. (3)Percentages shown for Mr. Cage, Mr. Fasano, Ms. Porter and Mr. Stevens do not include a one-time retention award of restricted stock units granted on August 8, 2023. This award has a grant date fair value of $1 million and a cliff vesting period of three years.

  36. 2024 COMPENSATION CHANGES AT A GLANCE

    | Changes to Short-Term Incentive Plan | | | | | 2023 Program | | 2024 Program | | | Metric | Weight | Metric | Weight | | Adjusted Operating Income | 40% | Adjusted EBITDA Margin (%) | 40% | | Operating Cash Flow | 30% | Operating Cash Flow | 30% | | Book-to-Bill | 30% | Revenue | 30% |

  37. 2024 COMPENSATION CHANGES AT A GLANCE

    | Enterprise Functions | | | | | | Enterprise Financial Results (100%) | +/- | Modifier (20%) | = | Annual Cash Incentive Award |

  38. 2024 COMPENSATION CHANGES AT A GLANCE

    | Changes to Long-Term Incentive Plan | | | | | 2023 Program | | 2024 Program | | | Metric | Weight | Metric | Weight | | Revenue | 50% | Cumulative Adjusted EBITDA Dollar ($) | 50% | | Relative Total Shareholder Return | 50% | Relative Total Shareholder Return | 50% |

  39. 2024 COMPENSATION CHANGES AT A GLANCE

    | | Payout | Cumulative Adjusted EBITDA($)* | Relative TSR Achievement | | Threshold | 50% | 80% of 3-Year Target | 30th Percentile of Peer Group | | Target | 100% | 3-Year Target | 50th Percentile of Peer Group | | Maximum | 200% | 120% of 3-Year Target | 75th Percentile of Peer Group |

  40. HOW WE DETERMINE TOTAL DIRECT COMPENSATION

    | SET PRIORITIES | | | ESTABLISH AND APPROVE | | | uThe Committee sets annual performance priorities, including both financial and non-financial performance metrics for the Company and its businesses. | | | uThe Committee establishes target incentive ranges, which are informed by Company performance, peer group performance, historical pay information, market practices and trends, the market for talent, stockholder and other stakeholder feedback, and other relevant points of information to assess the program, executive compensation levels and pay design. | | | | | | | | | ASSESS PERFORMANCE | | | DETERMINE COMPENSATION | | | uThe Committee assesses Company and individual performance at year end, including progress in achieving our strategic objectives and annual performance priorities. | | | uThe Committee determines executive compensation after year end based on its performance assessment and discussion with the Board. uThe Committee determines compensation elements that support the Company's key compensation objectives. | |

  41. ROLES AND RESPONSIBILITIES

    | ROLE OF INDEPENDENT CONSULTANT | | | The Committee has retained FW Cook as its independent compensation consultant to assist the Committee in evaluating executive compensation programs and in setting executive officer compensation. FW Cook serves the Committee in an advisory role only and does not decide or approve any compensation actions. The consultant reports directly to the Committee and does not perform any services for management. The consultant’s duties include the following: | | | uReviewing our total compensation philosophy, compensation peer group, and target competitive positioning for reasonableness and appropriateness; uReviewing our overall executive compensation program and advising the Committee on evolving best practices; | uProviding independent analyses and recommendations to the Committee on executive officers’ compensation and new programs that management submits to the Committee for approval; and uReviewing the Compensation Discussion and Analysis for our Proxy Statement. | | The consultant interacts directly with members of management only on matters under the Committee’s oversight and with the knowledge and permission of the Committee. The Committee has assessed the independence of FW Cook pursuant to applicable SEC and NYSE listing rules and concluded that the firm’s work for the Committee does not raise any conflict of interest. | | | ROLE OF HUMAN RESOURCES AND COMPENSATION COMMITTEE | | | The role of the Committee is to have direct responsibility relating to the following: | | | uExecutive compensation; uEvaluation and approval of compensation plans, policies and programs, including incentive compensation and equity-based plans for employees and officers; uPreparation of reports on executive compensation for inclusion in the Company’s proxy statement or Annual Report on Form 10-K; | uReviewing and making recommendations to the Board of Directors regarding director compensation; and uEnsuring that the Company’s human resources policies and practices are consistent with the Company’s values and long-term objectives. | | ROLE OF MANAGEMENT | | | The CEO presents the Committee with performance assessments and compensation recommendations for each NEO, other than himself. The Committee reviews these recommendations with FW Cook to assess whether they were reasonable compared with the market for executive talent and meets in executive session to discuss the performance of the CEO and the other NEOs and to determine their compensation. In addition, the Committee and Board review proposed NEO incentive compensation with the CEO, and the Committee reviews CEO compensation with the Board (other than the CEO). | |

  42. How We Determine Total Direct Compensation

    | Establishing Criteria | In determining the amounts of total direct compensation (base salary, annual and long-term incentives) to be awarded to our NEOs, we considered the: uCompany’s overall performance; uPerformance of operating units under the NEO’s management; uIndividual performance as measured against performance goals and criteria; and uCompetitive market data for our compensation peer group as well as third-party survey data for the general industry and the technology industry. | | Review of Criteria | Company and Operational Group Performance Our overall enterprise performance (or a combination of company enterprise and business group performance for NEOs with operational responsibilities) determines the payout for 80% of the target amount of any annual cash incentive awards and for 100% of any PSUs and PRSUs. Payout amounts are principally determined based upon the Company’s or group’s achievement of financial and operating objectives set at the beginning of the fiscal year, but the Committee retains the discretion to reduce the payouts when appropriate. The maximum score for performance on any of the financial metrics for the cash incentive awards and the performance share program awards is 200%. The earnings per share metric for the PRSUs is a hurdle that, when met, results only in continued time-vesting of the PRSUs; results for this metric do not result in an adjustment to the amount of the PRSUs. Individual Performance Individual performance is a factor in setting base salaries, and individual leadership behaviors and the achievement of personal goals determine 20% of the target amount of any annual cash incentive award to be paid upon completion of the fiscal year for all of our NEOs. In determining base salaries, the Committee reviews a performance assessment for each of our NEOs, as well as compensation recommendations provided by the Chief Executive Officer for the other NEOs. The Committee also considers market data and information provided by FW Cook. In addition, in determining annual incentive amounts, the Committee considers whether the NEO has achieved predetermined personal goals applicable to their organization, and the way in which those personal goals were achieved, as demonstrated through leadership behaviors. Personal performance goals and leadership behaviors relate to ethics and integrity, maintaining a top-tier workplace environment, collaboration, achieving customer satisfaction and retention, business development in strategic areas and other financial and operating goals as appropriate. In addition, we apply an ”Engage” modifier as part of the ”personal goals” portion of our short-term incentive plan. The modifier is measured as against the Company’s efforts to increase representation of female and ethnically diverse employees (measured against the “Next Level Leidos” goal of a 10% increase by 2030), improve employee retention and engagement metrics, and technical upskilling of our workforce. For purposes of the 2023 annual cash incentive, personal performance is scored on a range from 0% to 200% with a threshold of 50%. Performance below threshold with respect to personal goals would result in no payout (0%) related to the portion of the cash incentive based on personal performance. Performance of between 50% and 200% with respect to these goals for 2023 would result in a payout that is interpolated linearly between the 50% and 200% payout opportunity. Performance above the 200% level would not result in any additional payout. |

  43. How We Determine Total Direct Compensation

    | | Assessing Chief Executive Officer Performance In determining compensation for our Chief Executive Officer, the Committee meets in executive session and evaluates his performance based on his achievement of performance objectives that were established and agreed upon at the beginning of the fiscal year. Input is received from the independent directors. The Committee also considers the Chief Executive Officer’s general leadership contributions towards the Company’s performance, including financial and operating results, development and achievement of strategic objectives, progress in building capability among the senior management team and leadership in ESG. The Committee also considers market data and information provided by FW Cook. The Committee determines the Chief Executive Officer’s compensation and then reviews his evaluation and compensation with the Board’s independent directors. The Independent Lead Director and the Chair of the Committee then present the Committee’s evaluation and compensation determination to the Chief Executive Officer. At the beginning of each fiscal year, the Committee reviews and approves: uThe amount of base salary and target incentive opportunities to be provided for the upcoming year; uThe payout range for the annual cash incentive awards that may be earned for the year and the performance goals and criteria upon which the amounts of the awards will be determined; uThe payout range for PSUs that may be earned for the performance period beginning in that fiscal year and the performance goals and criteria upon which the amounts of the PSUs and PRSU awards for the relevant performance period will be determined; and uThe mix and amount of long-term incentive awards (including PSUs, PRSUs and stock options) to be granted to our NEOs. | | Approval of Awards | The Committee reviews and approves the amount of direct compensation to be provided to our NEOs for each fiscal year. NEOs do not propose their own compensation. In approving payout ranges for our incentive programs, we determine the levels of performance that must be achieved in order to receive a threshold, target and maximum payout amount for each goal. Upon completion of each fiscal year, the Committee approves the payment, if any, of cash incentive awards and the number of performance shares, if any, that are earned based upon the achievement of the predetermined performance goals and criteria for the performance cycles just completed. |

  44. COMPARABLE MARKET COMPENSATION

    COMPARABLE MARKET COMPENSATION The Committee compares the amount of direct compensation that we provide to our NEOs to that provided by companies with whom we compete for executive talent in similar roles and with similar responsibilities. To assist with this effort, FW Cook conducts an annual review and benchmarking analysis of each element of target total direct compensation (including salary, cash and equity incentives) provided to our executive officers. In October 2022, FW Cook compared the target compensation provided to members of senior management against that provided by other publicly traded engineering, information technology, consulting and defense companies, which we refer to as our “compensation peer group,” as well as third-party survey data for the general industry and the technology industry. Compensation peer group companies are chosen for having a similar industry focus as ours and for competing with us for talent, as well as for business and stockholder investment. Furthermore, the compensation peer group is initially structured so that no company within the group has annual revenues smaller than 40% or greater than 250% of our annual revenue and a market capitalization within a reasonable range. The Committee periodically reviews and updates the compensation peer group to ensure that the companies in our compensation peer group are strong business and talent competitors and are comparable in size. In July 2022, the Committee consulted with FW Cook and reviewed the compensation peer group to be used for setting fiscal 2023 target compensation. At the time the compensation peer group for fiscal 2023 was approved, the Company was at the 74th percentile for revenue and the 55th percentile for market capitalization as compared to the compensation peer group. The Company’s peer group remained consistent with no alterations from the previous fiscal year.

  45. Our Fiscal 2023 Compensation Peer Group

    Our Fiscal 2023 Compensation Peer Group

  46. Our Fiscal 2023 Compensation Peer Group

    | AECOM Booz Allen Hamilton CACI International Cerner Corporation CGI | Cognizant Technology Solutions Fluor Corporation Huntington Ingalls Industries Jacobs Engineering Group KBR | L3Harris Technologies Northrop Grumman Corporation SAIC Textron |

  47. Our Fiscal 2023 Compensation Peer Group

    The Committee considers market data and analysis when evaluating appropriate levels of target total direct compensation. To be competitive in the market for our executive-level talent, we generally: uTarget overall compensation for our NEOs at the market median, although the actual cash paid and equity incentive awards earned will vary based on actual financial and individual performance and may therefore generate compensation that is higher or lower than the market median; and uAward higher levels of compensation, when appropriate, in recognition of the importance or uniqueness of the role of an executive officer or to address retention concerns.

  48. Our Fiscal 2023 Compensation Peer Group

    | 60 | 2024 PROXY STATEMENT |

  49. ASSESSMENT OF RISKS IN OUR COMPENSATION PROGRAMS

    ASSESSMENT OF RISKS IN OUR COMPENSATION PROGRAMS During fiscal 2023, management undertook a risk assessment of our compensation programs, which FW Cook reviewed. In conducting the assessment, we reviewed our pay practices and incentive programs to identify any potential risks inherent in our compensation programs. We also reviewed the risks facing the company and evaluated whether our compensation practices and programs could be expected to increase or help mitigate these risks. The finding of the assessment, with which the Committee concurred, was that our compensation programs are effectively designed to help mitigate excessive risk-taking that could harm our value or inadvertently reward poor judgment by our executives or other employees. The factors considered in reaching this conclusion include: uShort-term incentive measures that are balanced among different financial measures, with targets that are intended to be achievable upon realistic levels of performance; uSignificant weighting toward long-term incentive compensation that promotes long-term decision-making and discourages short-term risk-taking; uMaximum payouts that are capped at levels that do not reward excessive risk-taking; uGoals that are based on company and group performance measures, which mitigates excessive risk-taking within any particular business unit; uLeadership behaviors, such as ethics and integrity, that are specifically addressed in our short-term incentive programs; uOur compensation recoupment policy that allows us to recover compensation based on financial results that are subsequently restated, if fraud or intentional misconduct or failure to manage or monitor conduct or risk, as determined by the Committee, is involved; and uOur stock ownership guidelines that encourage a long-term perspective.

  50. BASE SALARY

    BASE SALARY The Committee reviews executive officers’ base salaries annually or at the time of promotion or a substantial change in responsibilities based on the criteria described above. For fiscal 2023, the Committee considered FW Cook’s analysis of salary levels for comparable positions in the compensation peer group based on proxy and survey data. Individual base salary amounts also reflect the Committee’s judgment with respect to each executive officer’s level of responsibility, individual performance, experience and other factors, including internal equity considerations, the individual’s historical compensation and any retention concerns. At the beginning of 2023, the Committee approved increases in the base salaries for our named executive officers in order to bring them closer to the market median of our compensation peer group.

  51. ANNUAL CASH INCENTIVE AWARDS FOR FISCAL 2023

    ANNUAL CASH INCENTIVE AWARDS FOR FISCAL 2023 Payout under the fiscal 2023 annual cash program is based primarily on financial results against our metrics (80%) with an additional (20%) on the achievement of personal performance goals. In addition, we apply an ”Engage” modifier as part of the ”personal goals” portion of our short-term incentive plan. The modifier is measured as against the Company’s efforts to increase representation of female and ethnically diverse employees (measured against the “Next Level Leidos” goal of a 10% increase by 2030), improve employee retention and engagement metrics, and technical upskilling of our workforce. The financial metrics are further weighted as follows: Adjusted Operating Income of “AOI“ (40%), Operating Cash Flow (30%) and Book-to-Bill (30%).

  52. ANNUAL CASH INCENTIVE AWARDS FOR FISCAL 2023

    | Financial Goals (80%) | | | | | | Personal Goals (20%) | | | | | | Adjusted Operating Income (40%) | + | Operating Cash Flow (30%) | + | Book-to-Bill (30%) | + | Personal Goals | × | “Engage” Modifier (1.07x in FY2023) | = | Annual Cash Incentive Award |

  53. ANNUAL CASH INCENTIVE AWARDS FOR FISCAL 2023

    We provided annual cash incentive awards to executives for performance during fiscal 2023 based on the achievement of pre-established financial and personal performance goals and other relevant factors.

  54. ANNUAL CASH INCENTIVE AWARDS FOR FISCAL 2023

    | 62 | 2024 PROXY STATEMENT |

  55. ANNUAL CASH INCENTIVE AWARDS FOR FISCAL 2023

    | Performance Measures and Weightings. Our annual cash incentive plan for fiscal 2023 was designed to incentivize and reward both Company financial performance and individual contributions to enterprise goals. The intended purpose and relative weightings of the performance goals are shown below: | Book-to-Bill means the ratio of Net Bookings to Revenue where Net Bookings divided by Revenue equals Book-to-Bill. We calculate net bookings as the year’s ending backlog, plus the year’s revenues, less the prior year’s ending backlog and any impacts from foreign currency or acquisitions and divestitures. Operating Cash Flow measures the amount of cash generated by a company’s normal business operations. It indicates whether a company can generate sufficient positive cash flow to maintain and grow its operations. Operating cash flow equals net income, plus or minus non-cash adjustments, plus or minus changes in working capital. Adjusted Operating Income (AOI) measures growth and core operating performance and is strongly correlated with potential stockholder value. AOI is operating income adjusted for non-recurring or discrete items that do not reflect core operating performance, such as net non-operating expenses, restructuring costs, and non-cash accounting charges. If we fail to achieve at least 70% of our adjusted operating income goal, there is no payout to executives for any of the 80% portion of the bonus pool represented by financial goals. Personal Goals are based on integrity, inclusion, innovation, agility, collaboration, and a commitment to our customers and our team, which we believe contributes to financial performance. |

  56. ANNUAL CASH INCENTIVE AWARDS FOR FISCAL 2023

    Financial Performance Targets. Because our financial results are considered the most important factors in setting pay and are objectively measurable, we weigh these metrics most heavily; financial goals represent 80% of the target opportunity under our annual cash incentive program. To the extent that performance for a financial metric is less than 80% of target (threshold performance) no bonus amount would be paid with respect to that metric. Maximum payout (200% of target) for each component is provided for performance at or above 125% of target. The Committee generally seeks to set financial performance goals for the annual cash incentive program at levels that reflect improvement over the prior year’s results. For 2023, the Committee established and approved goals that generally targeted improvement over 2022 results. A new book-to-bill target was established, mirroring the results of the previous fiscal year. The adjusted operating income target was raised, indicating an anticipation of increased revenue while preserving consistent margins. A new operating cash flow target was also introduced for fiscal 2023, taking into account the expected adverse effects of (i) modifications to Section 174 of the U.S. Tax Code, which curtailed the expensing provisions for qualifying research and development costs, and (ii) and the payment of payroll taxes related to the CARES Act. In the absence of these factors, the 2023 operating cash flow target was higher than 2022 results.

  57. ANNUAL CASH INCENTIVE AWARDS FOR FISCAL 2023

    | ($ in millions) (except book-to-bill) | 2022 Results | 2023 Target | % Change | | Book-to-Bill | 1.07x | 1.06x | (1%) | | Adjusted Operating Income | $1,374 | $1,434 | 4% | | Operating Cash Flow | $986 | $700 | (29)% |

  58. ANNUAL CASH INCENTIVE AWARDS FOR FISCAL 2023

    Personal Goals. We believe that individual contributions towards other enterprise goals are responsible for the achievement of our financial goals over time. Accordingly, non-formulaic personal goals represent 20% of the target opportunity under our annual cash incentive program, in order to encourage individual efforts in an array of areas that we believe will ultimately lead to improved financial performance for the company. We adopted an “Engage“ modifier to the personal performance portion of our short-term incentive plan. The modifier, which is included as part of the “personal goals“ portion of our short-term incentive plan, is measured against the Company’s efforts to increase representation of female and ethnically diverse employees, improve employee retention and engagement metrics, and upskill our technical workforce. For fiscal 2023, the enterprise met or exceeded its goals for employee retention, diversity, employee engagement and technical upskilling. The overall target in all four categories was 7, with a maximum of 10. The average result of 8.4 was interpolated to an “Engage“ modifier of 1.07x. Award Payout Ranges. Payout opportunities for our named executive officers for fiscal 2023 ranged from 80% to 200% of base salary rates. Potential for each financial goal ranged from 60% at threshold performance (paid only when at least 80% of the objective is achieved) to 200% at maximum performance (paid when 125% or more of the objective is achieved), with the

  59. ANNUAL CASH INCENTIVE AWARDS FOR FISCAL 2023

    | LEIDOS | 63 |

  60. ANNUAL CASH INCENTIVE AWARDS FOR FISCAL 2023

    payout for performance between these levels using interpolation between the data points. In addition, failure to achieve threshold performance of at least 70% of our annual adjusted operating income goal for the fiscal year would result in no payout for the financial goals portion of the annual cash incentive.

  61. Annual Incentive Payout Determination for Fiscal 2023

    Annual Incentive Payout Determination for Fiscal 2023 Financial Achievement Levels. The Committee established the performance targets for our annual cash incentive program at the beginning of the fiscal year. For our named executive officers, the targeted enterprise financial performance and actual performance for fiscal 2023 were:

  62. Annual Incentive Payout Determination for Fiscal 2023

    | Performance Measures | Weightings | Threshold | Target | Maximum | Award Level | | Book-to-Bill (24%) | | | | | | | Operating Cash Flow (24%) | | | | | | | Adjusted Operating Income (32%)(1) | | | | | | | Weighted Financial Performance Award Level | | | | | |

  63. Annual Incentive Payout Determination for Fiscal 2023

    (1)Adjusted operating income is not a measure of financial performance under generally accepted accounting principles (GAAP) in the United States. We believe that adjusted operating income provides useful information to management and stockholders as it provides another measure of the Company’s profitability after adjusting for the impact of discrete events. For purposes of our compensation program, Adjusted Operating Income is defined as GAAP Operating Income (Loss) from continuing operations, adjusted to exclude the impact of amortization of acquired intangible assets (i.e., amortization of the fair value of the acquired intangible assets), acquisition, integration and restructuring costs (integration, lease termination, and severance costs related to the Company’s acquisitions), goodwill impairment charges, asset impairment charges (i.e., impairments of long-lived tangible assets), and operating income from acquired entities. A reconciliation of adjusted operating income to the most comparable GAAP measure is set forth below:

  64. Annual Incentive Payout Determination for Fiscal 2023

    | ($ in millions) | | | GAAP Operating Income | $621 | | Acquisition, Integration and restructuring costs | 36 | | Amortization of acquired intangibles | 202 | | Asset impairment charges | 91 | | Goodwill impairment charges | 596 | | Adjusted Operating Income | $1,546 |

  65. Total Executive Payouts

    Total Executive Payouts The chart below provides the target annual cash incentive amounts established for each named executive officer by the Committee at the beginning of the year, as well as their actual payout amounts determined by the Committee at the end of the year. Because we surpassed the adjusted operating income goal threshold of 70% of target by achieving 107.8%, the Committee approved the payout of awards under the annual incentive plan. Actual payout amounts for fiscal 2023 ranged between 76% and 139% of target. Information on all of the annual cash incentive payouts for fiscal 2023 is provided below:

  66. Total Executive Payouts

    | | Target ($) | | Payout from Financial Score ($) | | Payout from Personal Score ($)(3) | | Total Payout ($) | | | Thomas A. Bell(1) | | 1,875,000 | | 2,056,500 | | 481,500 | | 2,538,000 | | Roger A. Krone(2) | | 1,911,000 | | 1,226,497 | | 223,650 | | 1,450,147 | | Christopher R. Cage | | 760,000 | | 833,568 | | 178,904 | | 1,012,472 | | Gerard A. Fasano | | 630,000 | | 647,136 | | 148,302 | | 795,438 | | Elizabeth M. Porter | | 595,000 | | 675,920 | | 152,796 | | 828,716 | | Roy E. Stevens | | 546,000 | | 619,383 | | 134,371 | | 753,754 |

  67. Total Executive Payouts

    (1)In connection with his appointment as the Chief Executive Officer, Mr. Bell received a target short-term cash incentive valued at $1,875,000 for the remainder of fiscal 2023 (not subject to proration), with the actual payout determined by the Committee based on the achievement of the performance criteria set forth in the Company’s short-term cash incentive program for fiscal 2023. (2)Pursuant to Mr. Krone’s retirement agreement, the annual target bonus for 2023 was set at $1,911,000, provided that his personal score was not less than 100%. This bonus is pro-rated for the period from December 31, 2022, up to his full-time employment end date on August 1, 2023. (3)The payout derived from the personal score incorporates an “Engage“ modifier of 1.07x. Mr. Krone’s payout from the personal score did not include a modifier.

  68. LONG-TERM INCENTIVE AWARD GRANTS IN 2023

    LONG-TERM INCENTIVE AWARD GRANTS IN 2023 Long-term incentive awards are granted to motivate future performance, create long-term alignment with stockholders, and for retention purposes. For fiscal 2023, each named executive officer received a mix of long-term incentive awards comprised of PSUs (50%), PRSUs (30%) and stock options (20%). The grant date fair value of each award was determined based on market data and consideration of each executive officer’s level of experience, position and responsibilities. We do not generally consider an executive officer’s current stock holdings or outstanding awards in making annual grants.

  69. LONG-TERM INCENTIVE AWARD GRANTS IN 2023

    | | Performance Share Unit Awards. For all of our named executive officers, 50% of the targeted total value of long-term incentive awards granted was in the form of three-year PSUs. Shares are issued under those awards at the end of the three-year performance period (from fiscal 2023 through fiscal 2025 for awards granted in fiscal 2023) only to the extent that the company achieves two specific three-year financial performance goals: u50% of the award is tied to the achievement of relative total stockholder return goals, a measurement of growth in stockholder value; and u50% of the award is tied to achievement of revenue goals. Performance for each of these goals is measured on a cumulative basis over the total performance period rather than annually for each year of the performance period. PSUs strengthen the alignment between the compensation of our named executive officers and the Company’s performance by linking the ultimate payout to pre-established absolute and relative performance goals. | | Performance Restricted Stock Units. PRSUs comprise 30% of the targeted total value of long-term incentive awards granted to our named executive officers. We changed the vesting schedule starting in 2023 to 3-year ratable vesting, but shares are forfeited if we fail to achieve a pre-established performance goal for the first year. The performance goal for fiscal 2023 was adjusted earnings per share of at least $3.32. The Committee determined that this goal was met and therefore the PRSUs granted in fiscal 2023 will be eligible to vest over three years (with such time-vesting to have begun on the date that the PRSU was granted). | Stock Options. The final 20% of targeted total long-term incentive award value granted to our named executive officers is in stock options. Stock options are an effective means of linking rewards to the creation of stockholder value over a longer term. We believe that stock options motivate our executives to build stockholder value because they may realize value only if our stock appreciates during the option term. The vesting schedule for options also changed in 2023 to 3-year ratable vesting, and options continue to expire on the seventh anniversary of the grant date. |

  70. LONG-TERM INCENTIVE AWARD GRANTS IN 2023

    | 68 | 2024 PROXY STATEMENT |

  71. LONG-TERM INCENTIVE AWARD GRANTS IN 2023

    Total 2023 Equity Grant Values. The following table sets forth the target value and corresponding number of shares for the long-term incentive awards granted to our named executive officers in 2023. Details about these grants can be found in the “Grants of Plan-Based Awards” table in the “Executive Compensation” section of this proxy statement.

  72. LONG-TERM INCENTIVE AWARD GRANTS IN 2023

    | | Performance Shares | | Performance RSUs | | Stock Options | | | | | | Target Value ($) | Target Shares | Target Value ($) | Units Granted | Target Value ($) | Options Granted | Total 2023 Equity Value ($) | | | Thomas A. Bell | 2,250,000 | 28,320 | 1,350,000 | 16,992 | 900,000 | 43,083 | | 4,500,000 | | Roger A. Krone | 2,025,000 | 22,229 | 1,215,000 | 13,337 | 810,000 | 33,920 | | 4,050,000 | | Christopher R. Cage(1) | 856,250 | 8,832 | 513,750 | 5,300 | 342,500 | 12,872 | | 1,712,500 | | Gerard A. Fasano(1) | 708,750 | 7,311 | 425,250 | 4,387 | 283,500 | 10,654 | | 1,417,500 | | Elizabeth M. Porter(1) | 635,625 | 6,557 | 381,375 | 3,934 | 254,250 | 9,555 | | 1,271,250 | | Roy E. Stevens(1) | 614,250 | 6,336 | 368,550 | 3,802 | 245,700 | 9,234 | | 1,228,500 |

  73. LONG-TERM INCENTIVE AWARD GRANTS IN 2023

    (1)On August 8, 2023, long-term equity retention incentive awards, in the form of restricted stock units with a grant date fair value of $1 million, were granted to Mr. Cage, Mr. Fasano, Ms. Porter, and Mr. Stevens. These awards are not represented in this table as they are subject to a time-based vesting schedule over a three-year cliff period.

  74. Performance Equity Vesting in 2023

    Performance Equity Vesting in 2023 Determination of Performance Shares Earned for the 2021–2023 Performance Period. In February 2021, the Committee established long-term performance goals for the performance share program measuring the three-year performance period covering fiscal years 2021 through 2023. The vesting and payout for these performance shares were contingent on the achievement of a relative total shareholder return metric (weighted 50%) and a revenue goal (weighted 50%), with all metrics measuring cumulative results over the three-year performance period. At its February 2024 meeting, the Committee approved a payout score of 81.8% for the 2021 through 2023 performance period. The tables below show the relative total shareholder return and revenue goals at target, and the actual results for the three-year performance period: TOTAL STOCKHOLDER RETURN TSR RELATIVE TO COMPENSATION PEER GROUP MEDIAN(1)

  75. Performance Equity Vesting in 2023

    (1)Our relative TSR score reflects the aggregate change in the 20-day average closing price of our stock compared to the median of our performance share peer group, as measured at the beginning and end of the three-year performance period, taking into account the value returned to stockholders in the form of dividends, assumed to be reinvested on the distribution date on a pre-tax basis. Our total stockholder return during the three-year period from 2021 to 2023 was 5.7%, compared to 35.5% for the median of our compensation peer group, resulting in a payout factor of 70.2%. Our performance share peer group includes 26 companies primarily in the IT services, aerospace and defense, consulting services and engineering and construction industries. (2)Revenues of $43.6 billion were reported in the Company’s Form 10-Ks for the 3-year period. $43.4 billion is the adjusted compensation actual. For purposes of our compensation program, we exclude revenues from acquired companies that were not originally included in the calculation of compensation targets. A reconciliation of revenue as used in our compensation program to our reported revenue is set forth below:

  76. SIGN-ON AWARDS AND COMPENSATION PACKAGE

    SIGN-ON AWARDS AND COMPENSATION PACKAGE As part of his appointment as Chief Executive Officer, Mr. Bell received: uBase salary of $1,250,000 annually; uTarget short-term cash incentive compensation level of $1,875,000 (not subject to proration), with the actual payout determined by the Committee based on the achievement of the performance criteria set forth in the short-term cash incentive program for the fiscal year approved by the Committee; uLong-term equity incentive awards having an aggregate grant date fair value of $4,500,000 to be comprised approximately of 50% three-year cliff vesting PSUs, 30% three-year annual vesting PRSUs, and 20% three-year annual vesting stock options; uOne-time sign-on award consisting of $1,450,000 payable in cash upon commencement of employment to compensate him for equity awards forfeited from his former employer, subject to a clawback if he resigns without Good Reason (as defined in his employment agreement) or is terminated for Cause (as defined in his employment agreement) before May 3, 2025; and uOther benefits made available by the Company to executive officers generally.

  77. RETENTION AWARDS

    RETENTION AWARDS uOn August 4, 2023, Mr. Cage, Mr. Fasano, Ms. Porter, and Mr. Stevens each received a long-term equity retention incentive. This incentive was awarded in the form of restricted stock units with a grant date fair value of $1 million. These restricted stock units are subject to a three-year cliff vesting schedule, in each case subject to the applicable named executive officer’s continued employment through the cliff vesting date. The Committee believes that these awards are an important tool to incentivize these leaders during a year where the Company completed a CEO transition, reinforcing their commitment to the Company’s success and aligning their interests with those of the stockholders.

  78. Post-Employment Benefits

    Post-Employment Benefits We do not maintain a defined benefit or other supplemental retirement plan that would entitle our executive officers to receive company-funded payments if they leave the company. Upon certain terminations of employment, including death, disability, retirement or a change in control, our named executive officers may be eligible for continued vesting of equity awards on the normal schedule or accelerated vesting in full or on a pro-rata basis, depending on the nature of the event and the type of award. The purpose of these provisions is to recognize the named executive officer’s service through the specified event, and, in the case of acceleration, the named executive officer’s loss of an opportunity to continue serving the company through the vesting period. Because these termination provisions are contained in our standard award agreements for all recipients and relate to previously granted or earned awards, we do not consider these potential termination benefits as a separate item in compensation decisions for our named executive officers. Our long-term incentive plans do not provide for additional benefits or tax gross-ups. For more information about potential post-employment benefits, see “Executive Compensation—Potential Payments Upon Termination or a Change in Control.”

  79. Potential Change in Control and Severance Benefits

    Potential Change in Control and Severance Benefits We have adopted a severance plan that would provide our named executive officers with payments and benefits if their employment is involuntarily terminated by the company or is terminated following the acquisition of our company. These severance benefits are further described in this Proxy Statement under “Executive Compensation—Potential Payments Upon Termination or a Change in Control.” We believe that our severance plan provides an important benefit to us by helping alleviate any concern that the executive officers might have when contemplating a potential change in control of our company and permitting them to focus their attention on our business. In addition, we believe that this plan is an important recruiting and retention tool, as many of the companies with which we compete for talent have similar arrangements in place for their senior management. Our named executive officers, other than Mr. Bell and Mr. Krone, do not have any employment agreements with us. Mr. Bell and Mr. Krone’s employment agreements provide that if their employment is terminated by us for reasons other than cause or by Mr. Bell or Mr. Krone for good reason, they would receive an amount equal to one times the sum of their base salary and target bonus. Such payment will be subject to Mr. Bell and Mr. Krone’s agreement to release us from any claims. However, if such termination is within three months prior to a change in control or within 24 months after a change in control, Mr. Bell and Mr. Krone would receive an amount equal to a maximum of two and one half times the sum of their base salary and target bonus and payment for certain benefits, depending on whether the termination occurs during a change in control period. The Committee approved these severance benefits after considering the potential costs, as an inducement for Mr. Bell and Mr. Krone to join the company. Mr. Krone’s employment agreement was superseded by his retirement agreement. We have described the change in control and other termination benefits offered to Mr. Bell and Mr. Krone and our other named executive officers in the section entitled “Executive Compensation—Potential Payments Upon Termination or a Change in Control” in the tables following this CD&A.

  80. Potential Change in Control and Severance Benefits

    | LEIDOS | 71 |

  81. EQUITY AWARD GRANT PRACTICES

    EQUITY AWARD GRANT PRACTICES The Committee is responsible for the administration of our equity incentive programs pursuant to our 2017 Omnibus Incentive Plan in which our named executive officers participate. The Committee set the equity award fiscal 2023 grant dates for new and existing employees, including executive officers, in October 2022. These grant dates were selected to occur after the dates when we anticipate releasing our annual and quarterly financial results. We generally grant equity incentive awards to our executive officers and all other eligible employees on an annual basis shortly after we announce our financial results for the recently completed fiscal year. In addition to these annual grants, the Committee set three quarterly dates on which any additional equity incentive awards could be made to eligible executive officers or other employees in connection with a new hire, a promotion, for retention or otherwise. The Committee approves all equity awards made to our directors and executive officers. The exercise price of any option grant is determined by reference to the fair market value of the shares on the grant date, which the 2017 Omnibus Incentive Plan defines as the closing sales price of our common stock on the NYSE on the previous trading day.

  82. POLICY ON HEDGING AND SHORT-TERM OR SPECULATIVE TRANSACTIONS

    POLICY ON HEDGING AND SHORT-TERM OR SPECULATIVE TRANSACTIONS We have established policies applicable to all designated insiders under our Insider Trading Policy, including all of our directors and named executive officers, that prohibit certain short-term or speculative transactions in our securities. We believe that these prohibited transactions carry a greater risk of liability for insider trading violations and may create an appearance of impropriety. With respect to our securities, our directors, executive officers and other designated insiders are prohibited from engaging in any short sales or any trading in puts, calls or other derivatives on an exchange or other organized market. They are also prohibited from engaging in hedging or other monetization transactions such as cashless collars, forward contracts, equity swaps or similar transactions involving our securities, and from holding company securities in a margin account or pledging securities as collateral for a loan. In addition, our executive officers are required to obtain preclearance for all transactions in our securities.

  83. POLICY ON HEDGING AND SHORT-TERM OR SPECULATIVE TRANSACTIONS

    | 72 | 2024 PROXY STATEMENT |

  84. COMPENSATION RECOUPMENT POLICY

    COMPENSATION RECOUPMENT POLICY Under our compensation recoupment policy, the Committee may require members of senior management including our NEOs to return incentive compensation if there is a material restatement of the financial results upon which the incentive compensation was originally based. Our recoupment policy applies to all incentive compensation, including both cash and equity. If the Committee determines that recovery is appropriate, the company will seek repayment of the difference between the incentive compensation paid and the incentive compensation that would have been paid, if any, based on the restated financial results. The policy also provides for recovery of incentive compensation from any employee involved in fraud or intentional misconduct, whether or not it results in a restatement of our financial result, or any employee who fails in their individual responsibility to manage or monitor the applicable conduct or risks within their business unit or reporting line, as determined by the Committee, where such failure results in either a violation of law or of the Company’s policies or procedures that has a negative impact on the Company’s financial position or results of operations or results in serious reputation harm to the Company. In such situations, the Committee would exercise its business judgment to determine what action it believes is appropriate under the circumstances. We may seek to recover the applicable amount of compensation from incentive compensation paid or awarded after the adoption of the policy, from future payments of incentive compensation, cancellation of outstanding equity awards and reduction in or cancellation of future equity awards. In cases of fraud, misconduct or failure in responsibilities, we may also seek recovery from incentive compensation paid or awarded prior to the adoption of the policy. We also adopted additional recoupment provisions in accordance with Section 10D of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual, effective on October 26, 2023, which mandate the recovery of certain erroneously paid performance-based incentive compensation that may be received by our executive officers on or after October 26, 2023, if Leidos has a qualifying financial restatement during the three completed fiscal years immediately prior to the fiscal year in which a financial restatement determination is made, subject to limited exceptions.

  85. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth information regarding compensation earned by our named executive officers for service to us during fiscal 2023 and, if applicable, fiscal 2022 and fiscal 2021:

  86. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year(1) | Salary ($) | Bonus ($) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Thomas A. Bell Chief Executive Officer | 2023 | 817,308 | 1,450,000(2) | 3,468,492 | 900,004 | 2,538,000 | 13,737 | 9,187,541 | | Roger A. Krone Former Chief Executive Officer | 2023 | 767,500 | — | 3,375,875 | 810,010 | 1,450,147 | 301,372 | 6,704,904 | | | 2022 | 1,266,308 | — | 8,365,863 | 1,950,017 | 1,932,404 | 34,300 | 13,548,892 | | | 2021 | 1,227,462 | — | 7,582,531 | 1,900,370 | 2,134,278 | 31,366 | 12,876,007 | | Christopher R. Cage Executive Vice President, Chief Financial Officer | 2023 | 697,500 | — | 2,454,747 | 342,524 | 1,012,472 | 35,127 | 4,542,370 | | | 2022 | 590,385 | — | 1,158,458 | 270,023 | 610,320 | 30,250 | 2,659,436 | | | 2021 | 457,885 | — | 858,516 | 220,033 | 475,278 | 29,500 | 2,041,212 | | Gerard A. Fasano Executive Vice President, Chief Growth Officer | 2023 | 626,154 | — | 2,204,190 | 283,503 | 795,438 | 20,310 | 3,929,595 | | | 2022 | 606,154 | — | 1,046,997 | 244,002 | 540,765 | 15,800 | 2,453,718 | | | 2021 | 584,231 | — | 941,718 | 236,018 | 626,580 | 18,742 | 2,407,289 | | Elizabeth M. Porter President, Health and Civil Sector | 2023 | 568,846 | — | 2,079,948 | 254,259 | 828,716 | 32,206 | 3,763,975 | | Roy E. Stevens President, National Security Sector | 2023 | 541,962 | — | 2,043,617 | 245,717 | 753,754 | 31,900 | 3,616,950 |

  87. SUMMARY COMPENSATION TABLE

    (1)Compensation is provided only for fiscal years for which an individual qualified as a named executive officer in accordance with SEC rules. (2)Mr. Bell received a one-time sign-on award consisting of $1,450,000 payable in cash upon commencement of employment to compensate him for equity awards forfeited from his former employer, subject to a clawback if he resigns without Good Reason (as defined in his employment agreement) or is terminated for Cause (as defined in his employment agreement) before May 3, 2025. (3)These columns reflect the grant date fair value of each award granted in the stated fiscal years computed in accordance with stock-based compensation accounting rules (FASB ASC Topic 718). The awards shown in the “Stock Awards” column in the above table include restricted stock units and performance share awards. Values for all performance share awards are computed based upon the probable outcome of the performance conditions as of the grant date of the award. Assuming the highest level of the performance conditions is achieved, the value of the fiscal 2023 performance shares in the “Stock Awards” column would be as follows: Mr. Bell, $5,586,970; Mr. Krone, $5,536,751; Mr. Cage, $3,395,620; Mr. Fasano, $2,983,021; Ms. Porter, $2,778,456; and Mr. Stevens, $2,718,591. The awards shown in the “Option Awards” column are not subject to performance conditions. (4)For more information regarding our application of FASB ASC Topic 718, including the assumptions used in the calculation of these amounts, please refer to Note 17 of the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K filed with the SEC on February 13, 2024. (5)Amounts shown in this column represent the actual amounts paid to the named executive officers under our cash incentive award programs for the stated fiscal years. The threshold, target and maximum payouts are shown in the “Grants of Plan-Based Awards” table under the column headed “Estimated future payouts under non-equity incentive plan awards.” (6)Amounts shown in this column for fiscal 2023 represent company contributions that we made on behalf of the named executive officers under the Leidos Retirement Plan as follows: Mr. Krone, $16,500; Mr. Cage, $16,500; Mr. Fasano, $16,500; Ms. Porter, $16,500; and Mr. Stevens $16,500. The column also includes the value of executive financial planning for Mr. Bell, Mr. Krone, Mr. Cage, Ms. Porter and Mr. Stevens and annual health screenings for Mr. Bell, Mr. Krone and Mr. Fasano. The Company may also make available unused tickets from sponsorship agreements for personal use. Tickets are included in sponsorship agreements and typically result in no incremental costs to the Company. In 2023, there were no incremental costs associated with the NEOs’ personal use of tickets to Leidos-sponsored events. All NEOs received upgraded frequent flyer status, at no incremental cost to Leidos, pursuant to arrangements with Leidos’ preferred airline vendor. This column also includes $213,640 paid to Mr. Krone for his accrued balance of unused comprehensive leave time. In connection with Mr. Krone’s retirement, the Company provided retirement gifts to him in recognition for his nearly ten years of service. The total cost incurred by the Company was $51,593 (including travel expenses of approximately $29,487, event tickets, and commemorative gifts). In addition, the Company made a charitable donation in the amount of $10,000 to a non-profit organization for the establishment of a scholarship fund in honor of Mr. Krone. In connection with Mr. Cage’s 25 years of service, the Company provided a commemorative gift valued in the total amount of $3,576.

  88. SUMMARY COMPENSATION TABLE

    | 74 | 2024 PROXY STATEMENT |

  89. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table sets forth information regarding the cash and equity incentive awards made to our named executive officers in fiscal 2023 pursuant to our 2017 Omnibus Incentive Plan, including any portion of such awards deferred into our Key Executive Stock Deferral Plan and Keystaff Deferral Plan.

  90. GRANTS OF PLAN-BASED AWARDS

    | Name | Award type | Grant Date | Estimated Future Payouts under Non-equity Incentive Plan Awards(1) | | | Estimated Future Payouts under Equity Incentive Plan Awards(2) | | | All Other Option Awards; Number of Securities Underlying Options(3) (#) | All Other Stock Awards; Number of Shares of Stock or Units(4) (#) | Exercise or Base Price of Option Awards(5) ($/Share) | Grant Date Fair Value of Stock and Option Awards(6) ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Mr. Bell | Cash | 2/7/2024 | 1,087,500 | 1,875,000 | 2,812,500 | — | — | — | — | — | — | — | | | Options | 5/5/2023 | — | — | — | — | — | — | 43,083 | — | 79.45 | 900,004 | | | PRSU | 5/5/2023 | — | — | — | — | 16,992 | — | — | — | — | 1,350,014 | | | PSU | 5/5/2023 | — | — | — | 14,160 | 28,320 | 56,640 | — | — | — | 2,118,478 | | Mr. Krone | Cash | 2/7/2024 | 1,108,380 | 1,911,000 | 2,866,500 | — | — | — | — | — | — | — | | | Options | 3/29/2023 | — | — | — | — | — | — | 33,920 | — | 91.10 | 810,010 | | | PRSU | 3/29/2023 | — | — | — | — | 13,337 | — | — | — | — | 1,215,001 | | | PSU | 3/29/2023 | — | — | — | 11,115 | 22,229 | 44,458 | — | — | — | 2,160,875 | | Mr. Cage | Cash | 2/7/2024 | 440,800 | 760,000 | 1,140,000 | — | — | — | — | — | — | — | | | Options | 3/3/2023 | — | — | — | — | — | — | 12,872 | — | 96.95 | 342,524 | | | PRSU | 3/3/2023 | — | — | — | — | 5,300 | — | — | — | — | 513,835 | | | PSU | 3/3/2023 | — | — | — | 4,416 | 8,832 | 17,664 | — | — | — | 940,873 | | | RSU | 8/4/2023 | — | — | — | — | — | — | — | 10,163 | — | 1,000,039 | | Mr. Fasano | Cash | 2/7/2024 | 365,400 | 630,000 | 945,000 | — | — | — | — | — | — | — | | | Options | 3/3/2023 | — | — | — | — | — | — | 10,654 | — | 96.95 | 283,503 | | | PRSU | 3/3/2023 | — | — | — | — | 4,387 | — | — | — | — | 425,320 | | | PSU | 3/3/2023 | — | — | — | 3,656 | 7,311 | 14,622 | — | — | — | 778,831 | | | RSU | 8/4/2023 | — | — | — | — | — | — | — | 10,163 | — | 1,000,039 | | Ms. Porter | Cash | 2/7/2024 | 345,100 | 595,000 | 892,500 | — | — | — | — | — | — | — | | | Options | 3/3/2023 | — | — | — | — | — | — | 9,555 | — | 96.95 | 254,259 | | | PRSU | 3/3/2023 | — | — | — | — | 3,934 | — | — | — | — | 381,401 | | | PSU | 3/3/2023 | — | — | — | 3,279 | 6,557 | 13,114 | — | — | — | 698,508 | | | RSU | 8/4/2023 | — | — | — | — | — | — | — | 10,163 | — | 1,000,039 | | Mr. Stevens | Cash | 2/7/2024 | 316,680 | 546,000 | 819,000 | — | — | — | — | — | — | — | | | Options | 3/3/2023 | — | — | — | — | — | — | 9,234 | — | 96.95 | 245,717 | | | PRSU | 3/3/2023 | — | — | — | — | 3,802 | — | — | — | — | 368,604 | | | PSU | 3/3/2023 | — | — | — | 3,168 | 6,336 | 12,672 | — | — | — | 674,974 | | | RSU | 8/4/2023 | — | — | — | — | — | — | — | 10,163 | — | 1,000,039 |

  91. GRANTS OF PLAN-BASED AWARDS

    (1)As described in our CD&A, cash incentive awards paid to our named executive officers for performance during fiscal 2023, were based on achievement of pre-established goals. The actual payouts for the fiscal 2023 performance period are provided in the “Summary Compensation Table” in the column headed “Non-Equity Incentive Plan Compensation.” (2)The PRSUs in these columns represent restricted stock units which are subject to a performance goal (which, the Committee determined, was met in fiscal 2023) and the following vesting requirement: 34% of the award vests on the first anniversary of the grant date and 33% on the second and third anniversaries of grant date. The PSUs in these columns represent the threshold, target and maximum number of shares issuable under three-year performance share awards, subject to the Human Resources and Compensation Committee’s discretion to decrease the number of shares that are ultimately issued at the end of the three-year performance period. The grant date fair value of these awards is provided in the “Summary Compensation Table” in the column headed “Stock Awards.” (3)Amounts in this column represent the number of shares of our common stock underlying options issued in fiscal 2023. Options vest 34%, 33% and 33% respectively on anniversary of the grant date. (4)Amounts in this column represent a one-time retention grant of restricted stock units to Mr. Cage, Mr. Fasano, Ms. Porter, and Mr. Stevens on August 8, 2023. This award has a grant date fair value of $1 million and a cliff vesting period of three years. (5)The 2017 Omnibus Incentive Plan defines “fair market value” as the closing sales price of our common stock on the NYSE on the trading day before the grant date, and requires the exercise price of options issued under the plan to be at least equal to the fair market value. (6)Amounts represent the grant date fair value determined in accordance with FASB ASC Topic 718. For PRSUs and PSUs, the amount in this column is based on the probable outcome of the performance conditions, excluding the effect of any estimated forfeitures. These amounts do not reflect the value that may actually be realized by the recipient and do not reflect changes in our stock price after the date of grant.

  92. GRANTS OF PLAN-BASED AWARDS

    | LEIDOS | 75 |

  93. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth information regarding outstanding options, restricted stock units, performance restricted stock units and performance share awards issued pursuant to our 2017 Omnibus Incentive Plan and our 2006 Equity Incentive Plan that were held by our named executive officers at the end of fiscal 2023, including awards previously deferred under our Key Executive Stock Deferral Plan.

  94. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards(1) | | | | | Stock Awards | | | | | | | Name | Grant date | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable) (#) | Option Exercise Price ($) | Option Expiration Date | Grant Date | Award Type | Number of Shares or Units of Stock that have Not Vested (#)(2) | Market Value of Shares or Units of Stock that have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that have Not Vested ($)(3) | | Mr. Bell | 5/5/2023 | — | 43,083 | $79.45 | 5/4/2030 | 5/5/2023 | PRSU | — | — | 16,992 | 1,839,214 | | | | | | | | 5/5/2023 | PSU | — | — | 28,320 | 3,065,357 | | Mr. Krone | 3/2/2018 | 92,461 | — | $63.76 | 3/1/2025 | 3/6/2020 | PRSU | 5,928 | 641,647 | — | — | | | 3/8/2019 | 122,915 | — | $62.43 | 3/7/2026 | 3/5/2021 | PRSU | 16,000 | 1,731,840 | — | — | | | 3/6/2020 | 62,439 | 20,813 | $107.57 | 3/5/2027 | 3/5/2021 | PSU | — | — | 53,333 | 5,772,764 | | | 3/5/2021 | 47,485 | 47,486 | $89.08 | 3/4/2028 | 3/4/2022 | PRSU | 19,976 | 2,162,202 | — | — | | | 3/4/2022 | 19,971 | 59,915 | $105.08 | 3/3/2029 | 3/4/2022 | PSU | — | — | 46,394 | 5,021,687 | | | 3/29/2023 | — | 33,920 | $91.10 | 3/28/2030 | 3/29/2023 | PRSU | — | — | 13,337 | 1,443,597 | | | | | | | | 3/29/2023 | PSU | — | — | 22,229 | 2,406,067 | | Mr. Cage | 3/3/2017 | 2,774 | — | $53.54 | 3/2/2024 | 3/6/2020 | PRSU | 226 | 24,462 | — | — | | | 3/2/2018 | 2,419 | — | $63.76 | 3/1/2025 | 3/5/2021 | PRSU | 576 | 62,346 | — | — | | | 3/8/2019 | 3,333 | — | $62.43 | 3/7/2026 | 3/5/2021 | PSU | — | — | 1,920 | 207,821 | | | 3/6/2020 | 2,379 | 794 | $107.57 | 3/5/2027 | 8/6/2021 | PRSU | 1,207 | 130,646 | — | — | | | 3/5/2021 | 1,709 | 1,710 | $89.08 | 3/4/2028 | 8/6/2021 | PSU | — | — | 4,022 | 435,341 | | | 8/6/2021 | 3,861 | 3,861 | $94.25 | 8/5/2028 | 3/4/2022 | PRSU | 2,892 | 313,030 | — | — | | | 3/4/2022 | 2,765 | 8,297 | $105.08 | 3/3/2029 | 3/4/2022 | PSU | — | — | 6,424 | 695,334 | | | 3/3/2023 | — | 12,872 | $96.95 | 3/2/2030 | 3/3/2023 | PRSU | — | — | 5,300 | 573,672 | | | | | | | | 3/3/2023 | PSU | — | — | 8,832 | 955,976 | | | | | | | | 8/4/2023 | RSU | 10,163 | 1,100,043 | — | — | | Mr. Fasano | 3/6/2020 | 8,227 | 2,743 | $107.57 | 3/5/2027 | 3/6/2020 | PRSU | 781 | 84,535 | — | — | | | 3/5/2021 | — | 5,898 | $89.08 | 3/4/2028 | 3/5/2021 | PRSU | 1,987 | 215,073 | — | — | | | 3/4/2022 | 2,499 | 7,497 | $105.08 | 3/3/2029 | 3/5/2021 | PSU | — | — | 6,624 | 716,982 | | | 3/3/2023 | — | 10,654 | $96.95 | 3/2/2030 | 3/4/2022 | PRSU | 2,613 | 282,831 | — | — | | | | | | | | 3/4/2022 | PSU | — | — | 5,806 | 628,441 | | | | | | | | 3/3/2023 | PRSU | — | — | 4,387 | 474,849 | | | | | | | | 3/3/2023 | PSU | — | — | 7,311 | 791,343 | | | | | | | | 8/4/2023 | RSU | 10,163 | 1,100,043 | — | — | | Ms. Porter | 3/3/2017 | 3,268 | — | $53.54 | 3/2/2024 | 3/6/2020 | RSU | 134 | 14,504 | — | — | | | 3/2/2018 | 2,524 | — | $63.76 | 3/1/2025 | 8/7/2020 | PRSU | 536 | 58,017 | — | — | | | 3/8/2019 | 3,240 | — | $62.43 | 3/7/2026 | 3/5/2021 | PRSU | 1,634 | 176,864 | — | — | | | 3/6/2020 | 1,410 | 470 | $107.57 | 3/5/2027 | 3/5/2021 | PSU | — | — | 5,445 | 589,367 | | | 8/7/2020 | 5,088 | 1,697 | $91.01 | 8/6/2027 | 3/4/2022 | PRSU | 2,249 | 243,432 | — | — | | | 3/5/2021 | 4,848 | 4,848 | $89.08 | 3/4/2028 | 3/4/2022 | PSU | — | — | 4,997 | 540,875 | | | 3/4/2022 | 2,151 | 6,453 | $105.08 | 3/3/2029 | 3/3/2023 | PRSU | — | — | 3,934 | 425,816 | | | 3/3/2023 | — | 9,555 | $96.95 | 3/2/2030 | 3/3/2023 | PSU | — | — | 6,557 | 709,730 | | | | | | | | 8/4/2023 | RSU | 10,163 | 1,100,043 | — | — |

  95. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 76 | 2024 PROXY STATEMENT |

  96. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards(1) | | | | | Stock Awards | | | | | | | Name | Grant date | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable) (#) | Option Exercise Price ($) | Option Expiration Date | Grant Date | Award Type | Number of Shares or Units of Stock that have Not Vested (#)(2) | Market Value of Shares or Units of Stock that have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that have Not Vested ($)(3) | | Mr. Stevens | 3/2/2018 | 2,774 | — | $63.76 | 3/1/2025 | 3/6/2020 | PRSU | 471 | 50,981 | — | — | | | 3/8/2019 | 10,536 | — | $62.43 | 3/7/2026 | 3/5/2021 | PRSU | 1,474 | 159,546 | — | — | | | 3/6/2020 | 4,958 | 1,653 | $107.57 | 3/5/2027 | 3/5/2021 | PSU | — | — | 4,912 | 531,675 | | | 3/5/2021 | 4,373 | 4,373 | $89.08 | 3/4/2028 | 3/4/2022 | PRSU | 2,249 | 243,432 | — | — | | | 3/4/2022 | 2,151 | 6,453 | $105.08 | 3/3/2029 | 3/4/2022 | PSU | — | — | 4,997 | 540,875 | | | 3/3/2023 | — | 9,234 | $96.95 | 3/2/2030 | 3/3/2023 | PRSU | — | — | 3,802 | 411,528 | | | | | | | | 3/3/2023 | PSU | — | — | 6,336 | 685,809 | | | | | | | | 8/4/2023 | RSU | 10,163 | 1,100,043 | — | — |

  97. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1)Information in these columns relates to options to purchase shares of common stock held by our named executive officers at the end of fiscal 2023. Options granted prior to 2023 vest 25% on each of the first, second, third and fourth anniversaries of the grant date. Options granted in 2023 vest 34% on the first anniversary of the grant date and 33% on the second and third anniversaries of grant date. (2)Information in this column relates to restricted stock units held by our named executive officers at the end of fiscal 2023, including restricted stock units subject to performance conditions which have been met. Performance restricted stock units granted prior to 2023 vest 25% on the first, second, third and fourth anniversaries of the grant date in each case if the applicable performance condition is met. Performance restricted stock units granted in 2023 vest 34% on the first anniversary of the grant date and 33% on the second and third anniversaries of grant date if the applicable performance condition is met. (3)Based on $108.24, the closing sales price of our common stock on the NYSE on December 29, 2023. (4)Amounts in this column represent the target shares for performance share awards granted in 2021, 2022 and 2023 and the target shares for the performance restricted stock units granted in fiscal 2023. Performance share unit awards fully vest at the end of the three-year fiscal performance period based on achievement of the applicable performance conditions, subject to the Committee’s negative discretion.

  98. OPTION EXERCISES AND STOCK VESTING

    OPTION EXERCISES AND STOCK VESTING The following table sets forth information regarding shares of common stock acquired by our named executive officers during fiscal 2023 upon the exercise of stock options and the vesting of restricted stock units, including awards deferred into our Key Executive Stock Deferral Plan.

  99. OPTION EXERCISES AND STOCK VESTING

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercises (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Mr. Bell | — | — | — | — | | Mr. Krone | — | — | 64,602 | 6,547,112 | | Mr. Cage | — | — | 3,644 | 367,525 | | Mr. Fasano | 17,650 | 565,243 | 8,507 | 868,023 | | Ms. Porter | — | — | 6,400 | 650,861 | | Mr. Stevens | 3,592 | 171,123 | 5,449 | 554,999 | | | 21,242 | 736,366 | 88,602 | 8,988,520 |

  100. OPTION EXERCISES AND STOCK VESTING

    (1)Based on the closing price of our common stock on the day before the date of exercise. (2)Includes accrued dividends and includes stock units deferred into our Key Executive Stock Deferral Plan that vested during fiscal 2023. Any stock awards that vested in the current year and were deferred by our named executive officers are reflected in the table under the caption “Nonqualified Deferred Compensation.” (3)Based on the closing price of our common stock on the day before the date of vesting. Includes accrued dividends.

  101. OPTION EXERCISES AND STOCK VESTING

    | LEIDOS | 77 |

  102. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION We provided benefits to our named executive officers during fiscal 2023 under the following nonqualified deferred compensation plans, which are summarized below: The Leidos Keystaff Deferral Plan allows eligible participants to elect to defer all or a portion of salary and any cash bonus granted to them under our cash incentive plan. We make no contributions to participants’ accounts under the Keystaff Deferral Plan. Participants can direct their deferrals into investment options similar to those available in the Leidos Retirement Plan other than the Leidos Stock Funds. Distributions under the Keystaff Deferral Plan are then made to participants in cash. Deferred balances under this plan will be paid upon the elected specified date, retirement or separation from service. The Leidos Key Executive Stock Deferral Plan allows eligible participants to elect to defer all or a portion of their cash or certain equity incentive awards granted to them under our cash incentive or stock incentive plans. Participant deferrals in other forms are converted to stock units of our common stock. Participant accounts are credited with additional units corresponding to their outstanding account balance for each company dividend payable. We make no contributions to participants’ accounts under the Key Executive Stock Deferral Plan. Distributions under the Key Executive Stock Deferral Plan are then made to participants in shares of common stock corresponding to the number of vested stock units held for the participant. Vested deferred balances under this plan will be paid upon the elected specified date, retirement or separation from service. The Leidos 401(k) Excess Deferral Plan (Excess Plan) is a pre-tax savings plan that, through December 31, 2016, allowed eligible participants to defer up to 20% of their eligible compensation after meeting the annual IRS contribution limit for the Leidos Retirement Plan. Bonuses were not eligible for deferral to the Excess Plan. The investment options in the Excess Plan are similar to those in the Leidos Retirement Plan but do not include the Leidos Stock Funds. Vested deferred balances under this plan will generally be paid following separation from service. The Leidos Deferred Compensation Plan for Former IS&GS Employees (Deferred Compensation Plan) is a pre-tax savings plan that allowed eligible participants to defer salary and receive certain company contributions. Salary deferrals in this plan did not start until after an eligible participant met the annual IRS contribution limit for the Leidos Retirement Plan for Former IS&GS Employees. Bonuses were not eligible for deferral to this plan. The investment options in the Deferred Compensation Plan are similar to those in the Leidos Retirement Plan but do not include the Leidos Stock Funds. Deferred balances under this plan will generally be paid following separation from service. The Leidos Deferred Bonus Plan for Former IS&GS Employees (Deferred Bonus Plan) is a pre-tax savings plan that allowed eligible participants to defer their annual cash incentive awards. The investment options in the Deferred Bonus Plan are similar to those in the Leidos Retirement Plan but do not include the Leidos Stock Funds. Deferred balances under this plan will generally be paid following separation from service.

  103. NONQUALIFIED DEFERRED COMPENSATION

    | 78 | 2024 PROXY STATEMENT |

  104. NONQUALIFIED DEFERRED COMPENSATION

    The following table sets forth information regarding deferrals under and aggregate earnings and withdrawals in fiscal 2023 through our nonqualified deferred compensation plans in which our named executive officers participate. Mr. Bell did not participate in these plans in fiscal 2023.

  105. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Plan | Executive Contributions ($)(1) | Registrant Contributions ($) | Aggregate Earnings ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Fiscal Year-End ($)(3) | | Mr. Bell | | — | — | — | — | — | | Mr. Krone | Keystaff Deferral Plan | 997,911 | — | 946,353 | — | 6,644,583 | | | Key Executive Stock Deferral Plan | 2,207,584 | — | 1,385,761 | — | 26,666,807 | | | Excess Plan | — | — | 23,858 | — | 177,685 | | Mr. Cage | Keystaff Deferral Plan | — | — | 58,120 | — | 397,209 | | | Key Executive Stock Deferral Plan | 45,342 | — | 114,893 | — | 2,565,523 | | | Excess Plan | — | — | 10,129 | — | 61,440 | | Mr. Fasano | Deferred Compensation Plan | — | — | 5,854 | — | 42,459 | | Ms. Porter | Deferred Compensation Plan | — | — | 8,674 | — | 41,700 | | Mr. Stevens | Keystaff Deferral Plan | — | — | 48,111 | — | 324,781 | | | Key Executive Stock Deferral Plan | — | — | 8,298 | — | 192,711 | | | Deferred Bonus Plan | — | — | 9,971 | — | 72,312 | | | Deferred Compensation Plan | — | — | 19,383 | — | 131,231 |

  106. NONQUALIFIED DEFERRED COMPENSATION

    (1)Amounts in this column represent the value of cash or stock awards deferred during fiscal 2023. These amounts are also included as compensation in the applicable column in the “Summary Compensation Table” for prior years. The following amounts shown were included in the Option Exercises and Stock Vesting and were deferred into the Key Executive Stock Deferral Plan: Mr. Krone $2,207,584 and Mr. Cage $45,342. (2)With respect to the Keystaff Deferral Plan, Excess Plan, Deferred Bonus Plan and Deferred Compensation Plan, amounts in this column represent aggregate returns on the diverse investment options available to eligible participants based on individual participant investment elections. With respect to the Key Executive Stock Deferral Plan, amounts in this column represent the aggregate increases or decreases in the value of stock units corresponding to shares of our common stock during fiscal 2023. The market value of the shares is based upon $108.24, the closing sales price of our common stock on the NYSE on December 29, 2023. (3)Amounts in this column represent the value of the holder’s accounts at the end of fiscal 2023. With respect to the Key Executive Stock Deferral Plan, the amounts represent the value of stock units corresponding to shares of common stock held by the named executive officer based on $108.24 per share, the closing sales price of our common stock on the NYSE on December 29, 2023. All amounts in this column were reported as compensation in the “Summary Compensation Table” for prior years. Our named executive officers held the following number of stock units at the end of fiscal 2023 in the Key Executive Stock Deferral Plan: Mr. Krone 246,367, Mr. Cage 23,702, and Mr. Stevens 1,780.

  107. POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL

  108. Pay Ratio Disclosure

    Pay Ratio Disclosure In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing the following estimated information for 2023: uThe median of the annual total compensation of all our employees (except our Chief Executive Officer) was $106,046; uThe annual total compensation of our Chief Executive Officer was $9,627,996; and uThe ratio of these two amounts was 91 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and apply various assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.

  109. Pay versus Performance Disclosure

    Pay versus Performance Disclosure This table compares “Pay versus Performance” and prescribes a method to calculate “Compensation Actually Paid” (CAP). The CAP values shown in the table below do not reflect the compensation actually paid to the Principal Executive Officer (PEO) or the Non-PEO NEOs. In addition, while the table shows the Summary Compensation Table (SCT) compensation and CAP values side by side, they are not comparable. As such, the Committee did not consider the information provided in the table structuring or determining compensation for our NEOs. For a complete discussion of our executive compensation program and the Committee’s philosophy and approach, please refer to the CD&A section of this Proxy Statement (page 50). Together with the salary and annual incentive, the SCT values include the accounting fair value of equity awards granted in the year shown (at the time the grant was made), whereas CAP values include a revaluation of the current grant at year-end, plus the year-over-year change in the fair value of multiple years of historical equity grants. Because CAP includes multiple years of grants, the calculation of CAP each year is heavily impacted by the change in the stock price, and therefore, may be higher or lower than the SCT compensation values. The actual value of an equity award realized by an executive depends on several factors measured over multiple years, including the stock price, the financial performance of the company, the relative total shareholder return (TSR) performance of the company as compared to a peer group, timing of stock option exercises and other factors.

  110. Pay versus Performance Disclosure

    | Year | Summary Compensation Table Total for Bell | Compensation Actually Paid to Bell | Summary Compensation Table Total for Krone | Compensation Actually Paid to Krone | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Total Shareholder Return | Peer Group Total Shareholder Return(9) | Net Income (in millions)(10) | Company Selected Measure (Revenue) (in millions)(11) | | 2023 | $9,187,541(1) | $11,592,267(5) | $6,704,904(1) | $6,065,905(5) | $3,963,222(1) | $4,062,218(5) | $115.41 | $139.92 | $208 | $15,438 | | 2022 | $—(2) | $—(6) | $13,548,892(2) | $19,246,307(6) | $2,723,296(2) | $3,204,388(6) | $110.43 | $104.33 | $693 | $14,396 | | 2021 | $—(3) | $—(7) | $12,876,006(3) | $5,045,765(7) | $1,992,327(3) | $1,000,994(7) | $91.99 | $128.06 | $759 | $13,737 | | 2020 | $—(4) | $—(8) | $12,319,624(4) | $15,873,335(8) | $2,928,640(4) | $3,301,799(8) | $107.21 | $122.11 | $629 | $12,297 |

  111. Pay versus Performance Disclosure

    (1)Total Compensation as set forth in the Summary Compensation Table (page 74) in this Proxy Statement for the applicable year (2023) for Mr. Bell, Mr. Krone and average total compensation for the applicable year for Mr. Cage, Mr. Fasano, Ms. Porter and Mr. Stevens (Non-PEO NEOs). (2)Total Compensation as set forth in the Summary Compensation Table (page 74) in this Proxy Statement for the applicable year (2022) for Mr. Krone and average total compensation for the applicable year for Mr. Cage, Ms. Waterston, Mr. Howe, and Mr. Fasano (Non-PEO NEOs). (3)Total Compensation as set forth in the Summary Compensation Table (page 74) in this Proxy Statement for the applicable year (2021) for Mr. Krone and average total compensation for the applicable year for Mr. Cage, Mr. Reagan, Mr. Fasano, Mr. Howe, and Ms. Schmanske (Non-PEO NEOs). (4)Total Compensation as set forth in the Summary Compensation Table (page 74) in this Proxy Statement for the applicable year (2020) for Mr. Krone and average total compensation for the applicable year for Mr. Reagan, Mr. Fasano, Mr. Howe, and Mr. King (Non-PEO NEOs).

  112. Pay versus Performance Disclosure

    | 84 | 2024 PROXY STATEMENT |

  113. Pay versus Performance Disclosure

    (5)The Compensation Actually Paid (CAP) is calculated by reducing the total compensation by grant date fair value of stock and options awards from the summary compensation table and adding equity awards adjustments for fiscal 2023. For each outstanding and unvested equity award, we utilized the fiscal year end and vesting date fair values to calculate the equity award adjustments. The fair value of options were determined by using a Black Scholes model, the relative TSR-based PSUs were determined by using a Monte Carlo simulated pricing model, non-market based PSUs reflect the probable outcome of the performance vesting conditions as of each measurement date, and RSUs fair value equaling to the stock price on the appropriate measurement date. Amounts deducted from total compensation is $4,368,496 for Mr. Bell, $4,185,885 for Mr. Krone and $2,477,126 for the average total for Non-PEO NEOs. Equity award adjustments total $6,773,222 for Mr. Bell, $3,546,886 for Mr. Krone, and $2,576,122 for the average total for Non-PEO NEOs. See table below for detailed calculations of the equity award adjustments made in order to calculate the CAP. (6)The CAP is calculated by reducing the total compensation by grant date fair value of stock and options awards from the summary compensation table and adding equity awards adjustments for fiscal 2022. For each outstanding and unvested equity award, we utilized the fiscal year end and vesting date fair values to calculate the equity award adjustments. The fair value of options were determined by using a Black Scholes model, the relative TSR based PSUs were determined by using a Monte Carlo simulated pricing model, non-market based PSUs reflect the probable outcome of the performance vesting conditions as of each measurement date, and RSUs fair value equaling to the stock price on the appropriate measurement date. Amounts deducted from total compensation is $10,315,880 for Mr. Krone and $1,520,126 for the average total for Non-PEO NEOs. Equity award adjustments total $16,013,295 for PEO 2 and $2,001,218 for the average total for Non-PEO NEOs. See table below for detailed calculations of the equity award adjustments made in order to calculate the CAP. (7)The CAP is calculated by reducing the total compensation by grant date fair value of stock and options awards from the summary compensation table and adding equity awards adjustments for fiscal year 2021. For each outstanding and unvested equity award during the fiscal years covered in the table, we utilized the fiscal year end and vesting date fair values to calculate these equity award adjustments. The fair value of options were determined by using a Black Scholes model, the relative TSR based PSUs were determined by using a Monte Carlo simulated pricing model, non-market based PSUs reflect the probable outcome of the performance vesting conditions as of each measurement date, and RSUs fair value equaling to the stock price on the appropriate measurement date. Amounts deducted from total compensation is $9,482,900 for Mr. Krone and $900,434 or the average total for Non-PEO NEOs. Equity award adjustments total $1,652,659 for PEO 2 and ($90,899) for the average total for Non-PEO NEOs. See table below for detailed calculations of the equity award adjustments made in order to calculate the CAP. (8)The CAP is calculated by reducing the total compensation by grant date fair value of stock and options awards from the summary compensation table and adding equity awards adjustments for fiscal year 2020. For each outstanding and unvested equity award during the fiscal years covered in the table, we utilized the fiscal year end and vesting date fair values to calculate these equity award adjustments. The fair value of options were determined by using a Black Scholes model, the relative TSR based PSUs were determined by using a Monte Carlo simulated pricing model, non-market based PSUs reflect the probable outcome of the performance vesting conditions as of each measurement date, and RSUs fair value equaling to the stock price on the appropriate measurement date. Amounts deducted from total compensation is $8,854,684 for Mr. Krone and $1,335,955 for the average total for Non-PEO NEOs. Equity award adjustments total $12,408,395 for PEO 2 and $1,709,114 for the average total for Non-PEO NEOs. See table below for detailed calculations of the equity award adjustments made in order to calculate the CAP.

  114. Pay versus Performance Disclosure

    | Name | NEO Status | Year | Year End Fair Value of Equity Awards Granted in the Year ($) | Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | Thomas A. Bell | PEO 1 | 2023 | 6,740,369 | — | — | — | — | 32,853 | 6,773,222 | | Roger A. Krone | PEO 2 | 2023 | 5,084,948 | (737,618) | — | (1,015,544) | — | 215,100 | 3,546,886 | | Christopher R. Cage | PFO | 2023 | 3,069,364 | (85,714) | — | (88,795) | — | 41,831 | 2,936,686 | | Gerard A. Fasano | NEO | 2023 | 2,730,148 | (80,625) | — | (151,069) | — | 39,260 | 2,537,714 | | Roy E. Stevens | NEO | 2023 | 2,512,790 | (64,182) | — | (100,707) | — | 32,864 | 2,380,765 | | Elizabeth M. Porter | NEO | 2023 | 2,561,964 | (60,320) | — | (86,822) | — | 34,501 | 2,449,323 | | Roger A. Krone | PEO 2 | 2022 | 10,478,194 | 2,745,216 | — | 2,505,001 | — | 284,884 | 16,013,295 | | Christopher R. Cage | PFO | 2022 | 1,450,958 | 256,775 | — | 115,592 | — | 28,753 | 1,852,078 | | Gerard A. Fasano | NEO | 2022 | 1,311,309 | 373,540 | — | 313,370 | — | 36,757 | 2,034,976 | | Jerald S. Howe, Jr. | NEO | 2022 | 1,363,700 | 343,225 | — | 321,646 | — | 35,495 | 2,064,066 | | Maureen Waterston | NEO | 2022 | 2,035,520 | — | — | — | — | 18,236 | 2,053,756 | | Roger A. Krone | PEO 2 | 2021 | 8,750,429 | (4,076,257) | — | (3,305,033) | — | 283,520 | 1,652,659 | | Christopher R. Cage | PFO | 2021 | 975,810 | (152,120) | — | (94,524) | — | 13,343 | 742,509 | | James C. Reagan | PFO | 2021 | — | (908,349) | — | (740,638) | — | 43,907 | (1,605,080) | | Gerard A. Fasano | NEO | 2021 | 1,086,762 | (539,721) | — | (480,925) | — | 38,610 | 104,726 | | Jerald S. Howe, Jr. | NEO | 2021 | 1,022,465 | (556,957) | — | (416,102) | — | 36,861 | 86,267 | | Victoria M. Schmanske | NEO | 2021 | 1,049,957 | (480,581) | — | (388,168) | — | 35,876 | 217,084 | | Roger A. Krone | PEO 2 | 2020 | 8,552,406 | 1,511,104 | — | 2,128,947 | — | 215,938 | 12,408,395 | | James C. Reagan | PFO | 2020 | 1,826,244 | 391,885 | — | 414,791 | — | 48,902 | 2,681,822 |

  115. Pay versus Performance Disclosure

    | LEIDOS | 85 |

  116. Pay versus Performance Disclosure

    | Name | NEO Status | Year | Year End Fair Value of Equity Awards Granted in the Year ($) | Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | Gerard A. Fasano | NEO | 2020 | 1,126,950 | 240,741 | — | 149,271 | — | 29,310 | 1,546,272 | | Jerald S. Howe, Jr. | NEO | 2020 | 1,074,158 | 233,932 | — | 119,768 | — | 30,153 | 1,458,011 | | David A. King | NEO | 2020 | 1,140,580 | — | — | — | — | 9,772 | 1,150,352 |

  117. Pay versus Performance Disclosure

    (9)Based on S&P 500 IT Services Index. (10)Amounts reported in this column represent net income reflected in the Company’s audited financial statements for the applicable year. (11)Amounts reported in this column represent revenue reflected in the Company’s audited financial statements for the applicable year.

  118. Is cumulative voting permitted for the election of directors?

    Is cumulative voting permitted for the election of directors? No, the Company’s Certificate of Incorporation was amended in 2020 to eliminate cumulative voting in the election of directors.